Legal documents relating to the incorporation of a company
Incorporation needs an application with consents of directors and secretary and, if adopted, articles of association. The Registrar then issues the certificate of incorporation.
Documents for registration
To incorporate a company, the promoters file with the Registrar-General of Companies: an application for registration giving the proposed name, the type of company, the registered office, and the first shareholders and their shares; the written consent of each first director, with a certificate that he is not disqualified; the written consent of the first secretary; and the articles of association, if the company adopts its own. Under the 2007 Act there is no memorandum of association. If all is in order, the Registrar issues a certificate of incorporation.
Key documents
| Document | What it is | Why it matters |
|---|---|---|
| Application for registration | The form giving name, type, registered office, shareholders and shares | Starts the registration |
| Directors' consents | Each first director's written consent and certificate of eligibility | No one becomes a director without consenting |
| Secretary's consent | The first company secretary's written consent | Every company must have a secretary |
| Articles of association | The company's internal rules on shares, meetings and directors' powers | Bind the company and its members; if none are adopted, the model articles in the Act apply; changed by special resolution |
| Certificate of incorporation | Issued by the Registrar with the company number | Conclusive evidence that the company is incorporated from the date stated |
| Prospectus | A document inviting the public to buy shares or debentures | Only for public offers; must be true and complete; misstatements bring liability |
| Annual return | A yearly filing of key details with the Registrar | Keeps the public register up to date |
The memorandum: then and now
Records a company must keep
- Share register: who holds which shares.
- Interests register: directors' interests in company transactions.
- Minutes of shareholders' meetings and board meetings.
- Register of directors and secretaries.
- Accounting records, and financial statements that follow Sri Lanka Accounting Standards (SLFRS and LKAS), audited as the Act requires.
- Copies of the articles and the certificate of incorporation, kept at the registered office.
Shares and stated capital
Under the 2007 Act, shares have no nominal (par) value. The company's stated capital is the total amount received for the shares it has issued. A share certificate is evidence that a person holds the shares named in it.
A Colombo software start-up incorporating as a (Private) Limited company files the application, each director's consent and the secretary's consent, often relying on the model articles. The certificate of incorporation it receives is what a bank asks to see before opening a company account.
Short answer: “What is a certificate of incorporation?” The certificate issued by the Registrar-General on registration; conclusive evidence that the company is incorporated from the date stated.
Structured question: “Explain the importance of the articles of association.” Internal rules on shares, meetings and directors; bind company and members; optional under the 2007 Act, with model articles as default; altered by special resolution.
Essay: “Explain the legal documents relating to the incorporation of a company under the Companies Act No. 7 of 2007.” Application, directors' and secretary's consents, articles (or model articles), certificate of incorporation; mention no memorandum under 2007; prospectus for public offers; statutory records and annual return.
Registration pack A-C-C-A: Application, Consents of directors, Consent of secretary, Articles (optional). Out comes the certificate.