Starting a business is an exciting journey, but it doesn’t end with company registration. Once you’ve incorporated your business, there are several legal requirements to fulfill—one of the most important being filing Annual Returns.
In Sri Lanka, companies are required to submit Annual Returns to the Registrar of Companies (ROC) using Form 15. This ensures that the government has up-to-date information about your business. If you fail to comply, you could face penalties that may disrupt your operations.
In this blog, we’ll cover: ✔️ What Annual Returns and Form 15 are ✔️ Why filing is mandatory ✔️ When and how to file ✔️ What happens if you don’t file Let’s dive in!
What Are Annual Returns and Form 15?
Annual Returns offer an annual overview of your company’s structure and any changes that have occurred. Unlike financial statements, they do not reflect profits or losses but instead include key details such as:
- Current directors and shareholders
- Changes made in the past year
- Company secretary and auditors
- Shareholding structure
The Registrar of Companies (ROC) requires this information to ensure all businesses remain legally compliant. Form 15 is the official document used to file these Annual Returns.
Is Filing Annual Returns Mandatory?
Yes! According to Section 131 of the Companies Act No. 07 of 2007, all Limited Companies in Sri Lanka must file Annual Returns. Failing to do so can result in significant fines: ⚠️ Company fines up to Rs. 100,000 or more ⚠️ Each Director facing fines up to Rs. 50,000 To avoid these penalties, it’s crucial to file your Annual Returns on time.
When Should You File Form 15?
📅 First filing: 18 months after company incorporation 📅 Subsequent filings: Every 12 months after the first Annual Return Once Form 15 is completed, it must be submitted within 30 days of the company’s last Annual General Meeting (AGM).
How to File Annual Returns in Sri Lanka
Filing Annual Returns involves a two-step process:
Step 1: Hold an Annual General Meeting (AGM) An AGM (Annual General Meeting) is a yearly meeting where a company’s Board of Directors presents an annual report and discusses key decisions with shareholders.
During the AGM, shareholders may vote on:
- Appointing or removing directors
- Declaring dividends
- Executive compensation
- Selecting auditors
What If You Can’t Hold an AGM?
If an AGM cannot be held, the Board of Directors must:
- Pass resolutions covering all AGM discussions
- Get 85% of shareholders to sign these resolutions
- Submit the resolutions along with Form 15 to the ROC
Step 2: Complete and Submit Form 15 Once the AGM is held (or resolutions are passed), Form 15 must be submitted within 30 days.
What Information Must Be Included in Form 15?
Form 15 consists of several sections, each requiring specific details: 📍 Company details – Name, address, and registration number 📍 Shares information – Only if shares are divided into multiple registers 📍 Company records – If records are kept outside the registered office 📍 Share details – Information about shares issued 📍 Directors, Secretaries & Auditors – Names, addresses, and NIC/passport details 📍 Last Annual Return date – Or incorporation date if it’s the first time filing 📍 Existing & Past Shareholders – Names, addresses, and shareholding information 📍 Charges (if applicable) – If your company has registered charges under Section 102 📍 AGM/Resolution details – Date of the AGM or signed resolutions
What Happens If You Don’t File Form 15?
Failing to submit your Annual Returns on time can lead to serious consequences. Your company may face financial penalties, and each Director could also be fined individually.
To avoid these issues, ensure you submit Form 15 on time every year.
Final Thoughts
Filing Form 15 is a crucial legal requirement for every Limited Company in Sri Lanka. It helps businesses stay compliant with the Companies Act No. 07 of 2007 and ensures that the Registrar of Companies (ROC) has accurate information.
To stay compliant:
- Hold an AGM (or pass resolutions)
- Submit Form 15 within 30 days
- Keep company records updated
Need expert assistance with filing your Annual Returns? Talentspark Consulting is here to help! Contact us today for professional guidance on staying legally compliant. 🚀 Stay compliant. Stay ahead. 🚀
