Beneficial Ownership in Sri Lanka: What This Means for Your Company

Sri Lanka has introduced a mandatory Beneficial Ownership disclosure requirement. Every company registered under the Companies Act — including yours — must now declare the real individuals who ultimately own or control it. We are handling the entire filing process on your behalf. This advisory explains what it means, what we will need from you, and what the key deadlines are.

What Is Beneficial Ownership — and Why Does It Matter?

For the first time in Sri Lanka, every registered company is legally required to identify and disclose the real, natural persons who ultimately own or control it — not just the names on paper.

This requirement comes from the Companies (Amendment) Act No. 12 of 2025, which became fully operational in March 2026. It is part of Sri Lanka's commitment to international anti-money laundering standards under the Financial Action Task Force (FATF), and is also a structural requirement under Sri Lanka's IMF programme.

In simple terms: if you own shares in a Sri Lankan company — directly or through another entity — the government now needs to know who you are.

Good to know: This is not a tax audit or investigation. It is a routine statutory disclosure that applies equally to every company in Sri Lanka, regardless of size, industry, or ownership structure.

Does This Apply to Your Company?

Yes — this applies to all companies registered under the Companies Act in Sri Lanka, including private limited companies, public companies, and guarantee companies.

A Beneficial Owner is any individual who, directly or indirectly:

• Holds or controls 10% or more of shares or voting rights in the company
• Has the right to appoint or remove directors
• Otherwise exercises effective control over the company — including through nominee arrangements or indirect shareholding

Every individual who meets this definition must be declared — regardless of whether shares are held directly or through a corporate structure.

What We Will Need From You

We will contact you individually to collect the required information. For each person who qualifies as a Beneficial Owner (i.e. holds 10% or more of shares in your company), we will need the following:

For Each Beneficial Owner (10%+ shareholder):

• Full legal name (as it appears on NIC or Passport)
• Date of birth
• Nationality
• NIC number or Passport number (Passport for foreign nationals)
• Residential address
• Date on which they became a shareholder (if not already on record with us)

One additional step: Every company must also nominate an Authorised Person — a natural person (a director or officer of the company) who takes responsibility for the Beneficial Ownership Register. This cannot be a firm or company. In most cases, this will be one of your existing directors. We will confirm this with you when we reach out.

If your company has a straightforward shareholder structure — individual shareholders holding shares in their own names — the process will be quick. We will handle everything from there.

What ASAC Will Handle on Your Behalf

Once we have the required information from you, we take care of the entire compliance process:

• Preparing and lodging the Authorised Person Declaration with the Registrar General of Companies
• Preparing and lodging the full Beneficial Owner details for each qualifying individual
• Maintaining your company's internal Beneficial Ownership Register at the registered office
• Keeping you informed of any ongoing update obligations — for example, whenever there is a change in shareholding
• Responding to any regulatory queries from the Registrar General or relevant authorities on your behalf

Key Dates

The compliance window opened in March 2026 and the deadlines are now running:

• By June 2026 — Nominate and declare your Authorised Person (within 3 months of the March 2026 gazette)
• By September 2026 — Submit full Beneficial Owner details to the Registrar General (within 6 months of the March 2026 gazette)
• Ongoing — Any change in ownership must be notified within 30 days of the change occurring

Penalties for non-compliance: The Act imposes serious penalties for non-disclosure — including fines and criminal liability for directors and officers personally. We will ensure your company is fully compliant well within the deadlines.

What Happens Next

We will be in touch with you individually to collect the required information and guide you through the process. You do not need to take any action right now — but if you would like to get ahead of this or have any questions, please reach out to us directly.

📧 contactus@anandasirisena.lk | 📞 +94-112-684-309 | 🔗 Submit via Client Portal