INVESTOR SERVICES (PVT) LTD

BUSINESS INCORPORATIONS BOI, VISA AND REGULATORY APROVALS TRADE MARK AGENTS

  • Business Registration
    Partnerships
    Sole Proprietorships
  • Company Incorporations
  • Company Name Strike Off
  • Company Winding Up
  • Registration Of Trade Marks
  • Registration Of Patents
  • Registration Of Industrial Designs
  • Appeals For Trademark/Patents
  • EDB Registration
  • Visa Approval For Expats (Employment/Investor/Dependents)
  • Boi Approvals
  • Tourist Board Approvals
  • Central Bank/Exchange Control Approvals
  • Other Government Approvals

Business Registration

Why should you register your business?

There are many reasons

Firstly, if the name of your business is registered, no one else can use it for their benefit or to your detriment.

Secondly, you need a registered business if you wish to open a bank account or to obtain bank facilities to carry on your business.

Thirdly, if you wish to bid for tenders and register yourself as a supplier of products or services, business registration becomes a mandatory requirement.

In addition to all the above reasons, the fact that you are a registered business provides a firm foundation on which to build your credibility among prospective customers, clients and business partners. It is proof that you are serious in what you are planning to do.

So, what sort of business should you register?

In Sri Lanka, there are four main business structures that are recognized by the banks and other financial institutions. They are, the sole proprietorships, partnerships, cooperative societies and limited liability companies.


Company Incorporations

Private Limited Companies

Private Limited Companies are those types of companies where minimum number of members is 2 and maximum number is 50

A private limited company has the limited liability of members but at the same time it has many characteristics as those of a partnership firm. A private limited company has all the advantages of partnership namely flexibility, greater capital combination of different and diversified abilities, etc., and at the same time it has advantages of limited liability, greater stability and legal entity. In this sense, a private limited company stands between partnership and widely owned public company.

Minimum requirements

  • Business Registration
    Partnerships
    Sole Proprietorships
  • 2 directors
  • 100,000 share capital (all the shareholders in together have to deposit this amount in company account within 2 months of incorporation.)

Companies Limited by Guarantee

This Consists same features as public limited except that shareholders will be liable to the amount agreed & guaranteed at the beginning but not for the value of shares acquired.

Advantages

  • Limited Liability.
  • Ability to raise funds/capital quickly.
  • Recognition/reputation
  • Law tax rate compared to sole trader/partnership

Disadvantages

  • Considerable amount of time & cost involvement to establish
  • Need to comply with rules & regulations
  • Responsibility carries towards public
  • Operational complexities

Trust

A trust is a collection of individual investors. A trustee is an entity/person act as an administrator for the pool of money & other assets of investors who invested together (outside) and distribute benefits among all such investors.

Advantages

  • Tax minimization
  • Limited liability
  • Easy to form
  • Relatively not highly regulated

Disadvantages

  • Additional complex laws & regulations to be follow
  • Depend on the trustee
  • Not much attractive in profit motive

Financial Reporting

Financial reporting of each of the above entities vary based on the applicability of various rules & regulations.

  • Sole Trader (too simple)
  • Partnership (simple)
  • Financial Reporting in Private Company (complex)
  • Public Company (too complex)
  • Trust (simple ~ complex)

Joint Ventures

Wholly Owned Subsidiaries

Foreign equity in such Sri Lankan companies can be up to 100% depending on the requirements of the investor, subject to equity caps in respect of the area of activities under the Foreign Direct Investment (FDI) policy.


Company Name Strike Off

We can close down a limited company by getting it 'struck off' the Companies Register, but only if it:

  • hasn't traded or sold off any stock in the last 3 months
  • hasn't changed names in the last 3 months
  • isn't threatened with liquidation
  • has no agreements with creditors, eg a Company Voluntary Arrangement (CVA)

If a company doesn't meet these conditions, We'll have to voluntarily liquidate the company instead. Before apply to 'strike off' the company, have certain responsibilities to close down in the business.

Before applying to strike off your limited company, you must close it down legally. This involves:

  • announcing your plans to interested parties and HM Revenue and Customs (HMRC)
  • making sure your employees are treated according to the rules
  • dealing with your business assets and accounts

Company Winding Up

Winding up is the process of selling all the assets of a business, paying off creditors, distributing any remaining assets to the principals or parent company, and then dissolving the business. Winding up can refer to such a process either for a specific business line of a corporation or to the dissolution of a corporation itself.

The process of dissolving a corporation is much more involved than that of winding up one of its specific business lines, and generally only happens when it goes bankrupt. The negative impact to the local and regional economies of a corporation's wind up post-bankruptcy is likely to be more pronounced if the company is a large one.

A particular business line may occasionally be wound up by a company because of its diminishing prospects or minimal contribution to the parent company's bottom line. The parent company may decide to wind up such a business if efforts to find a buyer for it are unsuccessful. The winding up process in this case is likely to be more orderly, and have much less of a negative impact on the economy, than a corporate winding up.


Registration Of Trade Marks

What is a Trademark ?

A trademark is an identifiable mark, design or even a word which identifies a product or a services of a particular business. As soon as you have applied for the trademark, you can use the TM symbol next to your name. And after the trademark registration is complete can you use the symbol.

Winding up is the process of selling all the assets of a business, paying off creditors, distributing any remaining assets to the principals or parent company, and then dissolving the business. Winding up can refer to such a process either for a specific business line of a corporation or to the dissolution of a corporation itself.

The process of dissolving a corporation is much more involved than that of winding up one of its specific business lines, and generally only happens when it goes bankrupt. The negative impact to the local and regional economies of a corporation's wind up post-bankruptcy is likely to be more pronounced if the company is a large one.

A particular business line may occasionally be wound up by a company because of its diminishing prospects or minimal contribution to the parent company's bottom line. The parent company may decide to wind up such a business if efforts to find a buyer for it are unsuccessful. The winding up process in this case is likely to be more orderly, and have much less of a negative impact on the economy, than a corporate winding up.

Required documents.

  • Name, Address and description of applicant
  • Power of Attorney (i.e.: Letter of Appointment) - The POA need not be notarized or legalized
  • A complete list of goods and services in accordance with NICE classification
  • Electronic specimen of the mark or 6 hard copy specimens (bromides) of the mark (A specimen should not exceed 10 cms x 10 cms in size)
  • If priority is claimed, a certified copy of the convention application
  • Precise derivation of the mark and if the mark is not in English a certified translation

Registration Of Patents

What is Patent ?

A patent is a limited duration property right relating to an invention, granted by the Patent and Trademark Office in exchange for public disclosure of the invention.

Why register a patent ?

A patent protects your right as an inventor to exclude others from profiting from your invention without your permission. A registered patent provides the inventor with exclusivity for a period of twenty years, which gives you as the patent owner time to market your invention without competition. If anyone were to attempt to use your invention without your permission, you reserve the right to take legal action against them.

Required documents

  1. Details of the Applicant [name, address, residence or principal place of business, TP number]
  2. Basis of the Applicant's right to the patent must be disclosed where the applicant is not the inventor ie. whether the Applicant is the legal representative/assignee of the inventor, or the Applicant is the owner of the invention which was made while the inventor was in the employment of the applicant or by the inventor in the performance of the contract for the execution of work etc.
  3. Details of the Preliminary Examination Report issued by World Intellectual Property Organization (WIPO)
  4. The name of the National, Regional or International Organization issuing the International Search Report
  5. At the filing stage the following additional documents are required:
    • A POA duly signed by the applicant - need not be notarized or legalized
    • The PCT application
    • Search Report
    • Specifications - containing the description/claims/drawings
    • Priority document - issued by the Patent Office of the Country where the Original application was filed

Registration Of Industrial Designs

An Industrial Design is the ornamental aspect of a useful article. To be eligible for the protection in Sri Lanka the Industrial Design must be original or novel and registered at the National Intellectual Property Office. Protection of an Industrial Design means that it may not be copied or imitated without the Registered owners consent.

Required documents

  1. Details of the Applicant [name (If the applicant is a body corporate the kind of incorporation must be stated), address, description (i.e.: full trade or business description)]
  2. Five (05) specimens of the design (i.e: specimens, drawings, photographs or other graphic representations)
  3. The kind of products for which the industrial design is to be used
  4. A declaration by the applicant that the industrial design is new to the best of his knowledge
  5. If priority is claimed, a certified copy of the Convention application
  6. Power of Attorney (POA) - need not be notarized or legalized
  7. Where the applicant is not the Creator of the Industrial design:
    • Name and address of the Creator
    • Duly signed request by the Creator that he be mentioned as such in the registration. (Although the signature of the Creator should be placed on the application form itself, it is possible to submit at a later date, a copy of the filed application form containing the original signature)
    • Statement of Justification by the applicant as to his right to obtain registration ie. whether the applicant is the legal representative/ assignee of the Creator, or the applicant is the owner of the creation which was made while the Creator was in the employment of the applicant or by the Creator in the performance of the contract for the execution of work etc.

EDB Registration

Sri Lanka Export Development Board (SLEDB) commonly known as the EDB is the apex state organization responsible for the development and promotion of exports. The SLEDB is recognized and commended for its invaluable service rendered for the export community to drive the growth of the country's exports.

Instructions for registration as an exporter at the EDB

An application for the Registration as an Exporter should be submitted in the specific form available at the Trade Facilitation and Trade Information Division, along with the following supporting documents listed under each category with originals and photocopies.

  • Individual Business (Sole Proprietorship)
  • Individual Business Registration Certificate (BRC) containing the word `Export` in Column No. 02 (General nature of Business)
  • A Photo Copy of the National Identity Card of the Proprietor
  • Partnership Company
  • Partnership Registration Certificate containing the word `Export` In Column No. 02.
  • A photocopy of the National Identity Card of a partner who had signed the application
  • Limited Liability Company (Private/Public) (Under the Company Act - 2007)
  • Certificate of Incorporation
  • Registration of a Company - Form 01/Form 40 (Certified by the Dept. of Registrar of Companies.
  • Application should be signed by the MD or any Director of the Company along with the company rubber seal on the Column No. 12.
  • A Photo Copy of the National Identity Card of the MD/Director who had signed the application
  • A request letter addressed to Director/Trade Facilitation & Trade Information of the EDB by MD/Director of the Company confirming exports.

Boi Approvals

As an investor, select the following options to locate your project within Sri Lanka:

  • Locate your project within a BOI administered Export Processing Zone or Industrial Park (with required infrastructure facilities) on long-term lease basis. These zones/parks are more suitable for industrial manufacturing and processing businesses.
  • Locate your project outside zones

Purchase a privately owned land on outright purchase or lease basis.

There are government owned lands available for long term lease under different government agencies. Acquisition of government lands involve a comparatively longer process and valuation is based on current market price.

Projects approved under Section 16 of BOI Law

Projects are approved under section 16 of BOI Law, where the entry of foreign investment is permitted without any fiscal concessions. These projects are governed under Normal laws of the country and are subjected to Inland Revenue Laws, Custom Laws and exchange control regulations. These approvals are granted;

only to facilitate the entry of foreign investment

to setting up of a new company with foreign shareholdingor

for the purpose of transferring or issuance of new shares in an existing non-BOI company to foreign investors

At present the minimum investment requirement to qualify for the section 16 projects is US$ 250,000. This can be either 100% foreign investment or a joint venture investment with a local collaboration.

Foreigner has to remit a minimum of US$ 1 Mn if they are to undertake trading activity

The proposed foreign investment should be effected from funds remitted through a Securities Investment Account (SIA) as indicated in the Gazette Extraordinary No.1232/14 of 19th April 2002 published by the Controller of Exchange.

Projects approved under Section 17of BOI Law

Under Sec.17 of the BOI Law, it is empowered to approve projects and enter into agreements with enterprises and to grant exemptions from laws such as Inland Revenue, Exchange Control and Customs, subject to fulfillment of the investment threshold or any other specified requirement.


Visa Approval For Expats (Employment/Investor/Dependents)

Visa Facilitation

BOI assists with the facilitation of visas for eligible investors and employees.

  • Business Visas
  • Upon request, BOI may issue a letter of recommendation to Sri Lankan Embassies / High Commissions of a given country to issue Business Visas to potential investors visiting Sri Lanka. Please contact the relevant sector team in the Investor Facilitation Centre for assistance.

  • Resident Visas
  • Once an agreement is signed with the BOI, the BOI may facilitate the issuance of resident visas to relevant investors and qualifying employees. The company should submit the following documents along with the visa application in three sets to the BOI when applying for visas for expatriates.

    • Certified copy of BOI certificate(certified copy of the Letter of Approval for Sec. 16 projects)
    • Certified copy of BOI Agreement
    • Certified copy of Articles of Association
    • Certified copy of Form 1 (Details of directors)
    • Certified copy of Form 2A (Certificate of Incorporation)
    • Company request

    Short Visit Visas through Electronic Travel Authorization (ETA) System Foreign Nationals who wish to travel to Sri Lanka for a short visit (such as business conferences, discussions, training programs, tourism, medical treatments, sports, and cultural shows) can apply visas.

Tourist Board Approvals

The Sri Lanka Tourism Development Authority is committed to help potential investor invest in Sri Lanka. Lucrative incentive programs are available and the Director, Planning and Development is available to assist interested organizations and individuals.

Tourist Board Approvals

The Sri Lanka Tourism Development Authority is committed to help potential investor invest in Sri Lanka. Lucrative incentive programs are available and the Director, Planning and Development is available to assist interested organizations and individuals.

procedure

  1. The Project Proponent should submit a project proposal to the Director/Planning & Development of the Sri Lanka Tourism Development Authority (SLTDA) (Tel. 011-2437062). The proposal should include the following factors;
    • Introduction of the investor,
    • Concept,
    • Location,
    • Product Development,
    • Financial Plan,
    • Marketing Strategy and
    • Community Benefits.

    The proposal will be evaluated and the Director, Planning and Development will request the Project Proponent to attend the Development Committee Meeting. At this meeting the project proposal will be discussed in detail.

    Subsequently, a site inspection will be conducted to evaluate the suitability of the proposed project. A "In Principle Approval" letter will be issued, following the meeting and site inspection. Once the project proposal is acceptable, the Project Proponent would have to fill in an application, ensuring all Development Guidelines are met.

    Development Guidelines [More]

    The SLTDA has specific requirements a Project Proponent would have to meet in order to obtain approval. Details of these criteria are given in the following notifications: The Gazette Notification No. 1070/10, dated 11th March 1999 details requirements for hotel projects. The Gazette Notification No. 1096/6, dated 6th September 1999 details guest house project criteria.

    The completed application form should be submitted to the Planning and Development Division of the SLTDA. The application will be referred to all related Government Agencies for their clearance.

    Related Government Agencies

    Relevant Local Authorities such as Municipal Council, Urban Council and Pradeshiya Sabha

    • Central Environmental Authority:
    • Director (NRM &M), "Parisara Piyasa", 104, Denzil Kobbakaduwa Mawatha, Battaramulla Tel. 011-2872419

    • Urban Development Authority:
    • Director /Enforcement, 6th 7th Floor, Sethsiripaya, Battaramulla Tel. 011-2872616

    • Department of Wildlife Conservation
    • Director General, No. 18, Gregory' s Road, Colombo 07. Tel. 011-2694241

    • Forest Department:
    • Conservator General of Forest, Forest Department, Rajamalwatta Road, Battaramulla. Tel. 2866616, 2866128

    • Coast Conservation Department:
    • Manager, P. O. Box 556, New Secretariat, Maligawatta, Colombo 10. Tel. 011-2449755

    • Department of Irrigation
    • Deputy Director/Environmental Studies of Department of Irrigation, 238, Bauddhaloka Mawatha, Colombo 7. Tel. 2555647

    The Project Proponent should thereafter submit a detailed Architectural drawing to the Development and Resorts Management Division of the SLTDA. The questionnaire issued by the Tourism Planning and Development Division of the SLTDA, should also be submitted. Final approval and clearance to commence work would be given once the SLTDA ensures that the project complies with the rules and regulations of the SLTDA and all related Government Agencies.

    Note

    If the project falls under the Prescribe Project Category as per the National Environmental Act No.47 of 1980 (Incorporating Amendment Act No.56 of 1988), the project will have to follow the EIA/IEE process to obtain environmental clearance.

    Construction work could commence within a period of six months from the date of granting the final approval by the SLTDA. Construction work will be monitored by the SLTB and quarterly project progress returns will have to be forwarded to the SLTDA. Once construction work is complete, the Project Developer must submit a copy of the Certificate of Conformity issued by the Local Authority to the SLTDA and request approval to commence operations. The Trade Standards Division of the SLTDA will carry out a quality standards inspection once the tourist establishment is fully furnished. The tourist establishment could then by registered with the Trade Standards Division of the SLTDA

    Central Bank/Exchange Control Approvals

    Authorised dealers may open external accounts in Sri Lankan rupees for foreign diplomatic and other missions and their foreign staff in Sri Lanka.

  2. Accounts opened under paragraph 1 may be credited with
    • inward remittances in convertible foreign currency converted into Sri Lankan rupees at the prevailing rate of exchange;
    • transfers of funds from one such external account to another such external account of the account holder.
      Funds in an external account opened under paragraph 1 may be utilised for
    • outward remittances;
    • local expenses in Sri Lanka made through an internal account maintained by the account holder for such purpose;
    • payment for imports;
    • passage and freight payments on production of relevant travel and other documents;
    • issue of foreign exchange;
    • transfer from one external account to another external account of the account holder.
  3. The holder of an external account under paragraph 1 shall maintain an internal account for meeting the local expenses of the account holder and funds from such an external account may be transferred to such an internal account. However funds from an internal account shall not be transferred to an external account except with the prior approval of the Controller of Exchange. Funds in an internal account shall not be used for payments involving foreign exchange. Payments involving foreign exchange shall only be made out of funds in an external account maintained under paragraph 1. Authorised dealers may pay interest on funds in an external account or an internal account maintained under paragraphs 1 and 4, other than on funds in a current account on which money would be withdrawn on demand.
  4. Cheques drawn on an external account shall be stamped with the word "External" and overdraft facilities on such accounts shall not be permitted except with the prior approval of the Controller of Exchange.

Other Government Approvals

We will assist in receiving approvals from all necessary governmental agencies and authorities, and any other regulatory agency whose approval must be received in order to carry out the business in srilanka.