📈 Mandatory Beneficial Ownership Disclosure Begins in Sri Lanka

Sri Lanka has officially ended corporate anonymity with the full operation of the Companies (Amendment) Act, No. 12 of 2025 and the Beneficial Ownership (BO) Regulations of 2026, effective March 30, 2026. This landmark move aligns the nation with global transparency standards to combat money laundering and tax evasion. • The 10% Rule & Control: A Beneficial Owner is now defined as any natural person who ultimately owns or controls 10% or more of a company, either directly or indirectly, or exercises "effective control" over strategic decisions. • Scope of Coverage: Applies to all companies under the Companies Act No. 07 of 2007, including registered overseas and offshore companies. Note: Port City and certain offshore entities currently remain outside this net due to drafting oversights. • Strict Deadlines: • New Incorporations: Must file Form BO 1 immediately. • Share Transfers/Issues: Notification required within 20 working days. • Profile Changes: Address or ID changes must be reported within 14 working days. • Existing Companies: Must submit BO details via Form BO 7 within 6 months (by late September 2026). • Key Compliance Requirements: • Bearer Shares: Prohibited; existing holders must convert them to registered shares by late May 2026. • Authorised Person: Every company must appoint a Sri Lankan resident as a compliance anchor within 3 months. • Public Access: Names and ownership extents will be accessible via the eROC portal. • Heavy Penalties: Non-compliance or providing false info carries fines up to Rs. 1 million, imprisonment up to 10 years, or both. Directors face "deemed liability" unless they prove active due diligence.