| 1.
| | Short title and date of operation. |
| 2.
| | Legal status and capacity of a company. |
| 3.
| | Different types of companies. |
| 4.
| | Method of incorporating a company. [2, 12 of 2025] |
| 5.
| | Incorporation of a company. [2, 13 of 2019] |
| 6.
| | Requirements as to name. |
| 7.
| | Restrictions on names. |
| 8.
| | Change of name. |
| 9.
| | Public notice of name. [3, 13 of 2019] |
| 10.
| | Direction to change name. [4, 13 of 2019] |
| 11.
| | Change of name upon change of status of company. [3, 12 of 2025] |
| 12.
| | Use of company name and company number. |
| 13.
| | Contents of articles. |
| 14.
| | Application of model articles. |
| 15.
| | Adoption or amendment of articles. |
| 16.
| | Effect of articles. |
| 17.
| | Effect of statement of objects in articles. |
| 18.
| | Right of shareholders to a copy of the articles. |
| 19.
| | Method of contracting. [21, 12 of 2025] |
| 20.
| | Attorneys. |
| 21.
| | Authority of directors, officers and agents. |
| 22.
| | No constructive notice. |
| 23.
| | preincorporation contracts may be ratified. |
| 24.
| | Warranties implied in preincorporation contracts. |
| 25.
| | Failure to ratify. |
| 26.
| | Authentication of documents by company. |
| 27.
| | Articles of a private company. |
| 28.
| | Company ceasing to be a private company. |
| 29.
| | Company may become a private company. |
| 30.
| | Private companies need not keep interests register. |
| 31.
| | Unanimous agreement of shareholders. |
| 32.
| | Application for incorporation of a company limited by guarantee. |
| 33.
| | Company limited by guarantee must have articles. |
| 34.
| | Power to dispose with "limited" in the name of charitable and other companies. |
| 35.
| | Provisions which apply to companies limited by guarantee. |
| 36.
| | Dating of prospectus. |
| 37.
| | Specific requirements as to particulars in prospectus. |
| 38.
| | Expert's consent to issue of prospectus containing statement by him. |
| 39.
| | Consent of bank or attorney-at-law or auditor necessary for inclusion of name in prospectus. |
| 40.
| | Registration of prospectus. |
| 41.
| | Civil liability in respect of untrue statement in prospectus. [21, 12 of 2025] |
| 42.
| | Criminal liability for untrue statements in a prospectus. |
| 43.
| | Document containing offer of shares or debentures for sale to be deemed a prospectus. |
| 44.
| | Interpretation of provisions relating to prospectuses. |
| 45.
| | Prohibition of allotment unless minimum subscription is received. |
| 46.
| | Effect of irregular allotment. [458, 12 of 2026] |
| 47.
| | Applications for and allotment of shares and debentures. |
| 48.
| | Construction of reference to offering shares or debentures to the public. |
| 49.
| | Nature and types of shares. |
| 50.
| | Initial shares. |
| 51.
| | Issue of shares. [4, 12 of 2025] |
| 51A.
| | Duty of the
existing
holder of
any share
warrant to
bearer or
bearer share. [5, 12 of 2025] |
| 52.
| | Consideration for issue of shares. |
| 53.
| | Pre-emptive rights to new issues. |
| 54.
| | Method of issuing shares. |
| 55.
| | Calls on shares. |
| 56.
| | Distributions. |
| 57.
| | Solvency test. |
| 58.
| | Stated capital. |
| 59.
| | Reduction of stated capital. |
| 60.
| | Dividends. |
| 61.
| | Recovery of distributions. |
| 62.
| | Reduction of
shareholder
liability to be a
distribution. |
| 63.
| | Company may acquire or redeem its own shares. |
| 64.
| | Purchase of own shares. |
| 65.
| | Enforceability of contract to purchase shares. |
| 66.
| | Meaning of "redeemable". |
| 67.
| | Redemption option of company. |
| 68.
| | Redemption at the option of the shareholder. |
| 69.
| | Redemption on fixed date. |
| 70.
| | Restrictions on giving financial assistance. |
| 71.
| | Transactions not prohibited by section 70. [459, 12 of 2026] |
| 72.
| | Restriction on subsidiary holding shares in holding company. |
| 73.
| | Transfer not to be registered except on production of instrument of transfer. |
| 74.
| | Transfer by legal representative. |
| 75.
| | Registration of transfer at the request of transferor. |
| 76.
| | Notice of refusal to register transfer. |
| 77.
| | Certification of transfers. |
| 78.
| | Duties of company with respect to issue of certificates. |
| 79.
| | Certificate to be evidence of title. |
| 80.
| | Evidence of grant of probate, &c. |
| 81.
| | Right of debenture holders and shareholders to inspect register of debenture holders and to have copies of any trust deed. |
| 82.
| | Directors prohibited from acting as trustees. |
| 83.
| | Perpetual debentures. |
| 84.
| | Power to reissue redeemed debentures in certain cases. |
| 85.
| | Specific performance of contracts to subscribe for debentures. |
| 86.
| | Meaning of "shareholder". |
| 87.
| | Liability of shareholder. |
| 88.
| | Liability for calls. [460, 12 of 2026] |
| 89.
| | Shareholders must agree to increase in liability. |
| 90.
| | Exercise of powers reserved to shareholders. |
| 91.
| | Exercise of powers by ordinary resolution. |
| 92.
| | Powers exercised by special resolution. [461, 12 of 2026] |
| 93.
| | Shareholder may require company to purchase shares. |
| 94.
| | Notice requiring purchase. |
| 95.
| | Purchase by company. |
| 96.
| | Purchase of shares by third party. |
| 97.
| | Court may grant exemption. [462, 12 of 2026] |
| 98.
| | Court may grant exemption if company is insolvent. |
| 99.
| | Alteration of shareholder rights. |
| 100.
| | Shareholder may require company to purchase shares. |
| 101.
| | Action not invalid. |
| 102.
| | Registration of charges created by companies registered in Sri Lanka. |
| 103.
| | Unregistered charges void in certain cases. |
| 104.
| | Duty of company to register charges existing on property acquired. |
| 105.
| | Register of charges to be kept by Registrar. |
| 106.
| | Endorsement of certificate of registration on debentures. |
| 107.
| | Entries of satisfaction and release. |
| 108.
| | Rectification of register of charges. |
| 109.
| | Copies of instruments creating charges to be kept by company. |
| 110.
| | Company's register of charges. |
| 111.
| | Review of Register of charges. |
| 112.
| | Application of this Part to charges and property to be acquired by an overseas company. |
| 113.
| | Registered office of a company. |
| 114.
| | Change of registered office. |
| 115.
| | Requirement to change registered office. |
| 116.
| | Location of company records. |
| 117.
| | Form of records. |
| 118.
| | Inspection of records by directors. |
| 119.
| | Inspection of company records by shareholders. |
| 120.
| | Public inspection of company records. |
| 121.
| | Manner of inspection. |
| 122.
| | Copies of documents. |
| 123.
| | Company to maintain share register. |
| 124.
| | Place of share register. |
| 125.
| | Stamp duties in case of shares registered in a register outside Sri Lanka. |
| 126.
| | Index of shareholders. |
| 127.
| | Power to close register. [21, 12 of 2025] |
| 128.
| | Power of court to rectify register. |
| 129.
| | Trusts not to be entered on share register. |
| 130.
| | Share register to be evidence. |
| 130A.
| | Details of
the beneficial
ownership of
a company to
be given to the
Registrar. [7, 12 of 2025] |
| 130B.
| | Details to be
furnished. [7, 12 of 2025] |
| 130C.
| | Appointment
of a person for
safekeeping
and making
available
details. [7, 12 of 2025] |
| 130D.
| | Details for
public. [7, 12 of 2025] |
| 130E.
| | Failing to keep
and maintain
a register of
beneficial
owners of the
company. [7, 12 of 2025] |
| 130F.
| | A claim for
beneficial
ownership. [7, 12 of 2025] |
| 130G.
| | Offences. [7, 12 of 2025] |
| 130H.
| | Special
provisions
relating to
reporting,
receiving,
etc. of details
relating to
beneficial
ownership of
the company. [7, 12 of 2025] |
| 130I.
| | Regulations. [7, 12 of 2025] |
| 130J.
| | Interpretation. [7, 12 of 2025] |
| 131.
| | Annual return. |
| 132.
| | Declaration and certificate to be sent by private company with annual return. |
| 133.
| | Annual general meeting. |
| 134.
| | Convening of extraordinary general meeting on requisition. |
| 135.
| | Length of notice for calling meetings. |
| 136.
| | Provisions as to meetings and votes. |
| 137.
| | Power of court to order meeting. |
| 138.
| | Representation of companies at meetings of other companies and of creditors. |
| 139.
| | Proxies. |
| 140.
| | Right to demand a poll. |
| 141.
| | Voting on a poll. |
| 142.
| | Circulation of shareholder's resolutions on requisition. |
| 143.
| | Special resolutions. |
| 144.
| | Resolution in lieu of meeting. |
| 145.
| | Resolutions requiring special notice. |
| 146.
| | Resolutions passed at adjourned meetings. |
| 147.
| | Minutes of proceedings of meetings of shareholders and directors. |
| 148.
| | Duty to keep accounting records. |
| 149.
| | Place where accounting records are kept. |
| 150.
| | Obligation to prepare financial statements. |
| 151.
| | Contents and form of financial statements. |
| 152.
| | Obligation to prepare group financial statements. |
| 153.
| | Contents and form of group financial statements. |
| 154.
| | Appointment of auditor. |
| 155.
| | Auditor's fees and expenses. |
| 156.
| | Appointment of partnership as auditor. |
| 157.
| | Qualifications of auditors. |
| 158.
| | Automatic reappointment. |
| 159.
| | Appointment of first auditor. |
| 160.
| | Replacement of auditor. |
| 161.
| | Statement by person ceasing to hold office as auditor. |
| 162.
| | Auditor to avoid conflict of interest. |
| 163.
| | Auditor's report. |
| 164.
| | Auditor's access to information. |
| 165.
| | Auditor's attendance at shareholders' meeting. |
| 166.
| | Obligation to prepare annual report. |
| 167.
| | Sending of annual report to shareholders. |
| 168.
| | Contents of annual report. |
| 169.
| | Failure to send reports &. |
| 170.
| | Registration of financial statements. |
| 171.
| | Balance sheet date. |
| 172.
| | Investigation of company's affairs on application of shareholders. |
| 173.
| | Investigation of company's affairs in other cases. |
| 174.
| | Power of inspectors to carry out investigation into affairs of related companies. |
| 175.
| | Production of documents and evidence at investigation. |
| 176.
| | Inspector's report. |
| 177.
| | Proceedings on inspector's report. |
| 178.
| | Expenses of investigation of company's affairs. |
| 179.
| | Inspector's report to be evidence. |
| 180.
| | Appointment and powers of inspectors to investigate ownership of company. |
| 181.
| | Power to require information as to persons interested in shares or debentures. |
| 182.
| | Power to impose restrictions on shares or debentures. |
| 183.
| | Registrar's powers to verify assets and liabilities. |
| 184.
| | Management of company. |
| 185.
| | Major transactions. |
| 186.
| | Delegation of powers. |
| 187.
| | Duty of directors to act in good faith and in the interests of company. |
| 188.
| | Directors to comply with Act and company's articles. |
| 189.
| | Directors standard of care. |
| 190.
| | Use of information and advice. |
| 191.
| | Meaning of "interested". |
| 192.
| | Disclosure of interest. |
| 193.
| | Avoidance of transaction. |
| 194.
| | Effect on third parties. |
| 195.
| | Non- application of sections 192 and 193 in certain cases. |
| 196.
| | Interested director may vote. |
| 197.
| | Use of company information. |
| 198.
| | Meaning of "relevant interest". |
| 199.
| | Relevant interests to be disregarded in certain cases. |
| 200.
| | Disclosure of share dealing by directors. |
| 201.
| | Number of directors. |
| 202.
| | Qualification of directors. |
| 203.
| | Director's consent required. |
| 204.
| | Appointment of first and subsequent directors. |
| 205.
| | Appointment of directors to be voted on individually. |
| 206.
| | Removal of directors. [8, 12 of 2025] |
| 207.
| | Director ceasing to hold office. |
| 208.
| | Resignation of last remaining director. |
| 209.
| | Validity of director's acts. |
| 210.
| | Age limit for directors. |
| 211.
| | [9, 12 of 2025] |
| 212.
| |
Section - 212 |
| 213.
| | Persons prohibited from managing companies. [463, 12 of 2026] |
| 214.
| | Court may disqualify directors. [464, 12 of 2026] |
| 215.
| | Proceedings of board. |
| 216.
| | Remuneration and other benefits. |
| 217.
| | Restrictions on loans to directors. |
| 218.
| | Indemnity and insurance. |
| 219.
| | [477, 12 of 2026] |
| 220.
| | Duty of directors on serious loss of capital. [465, 12 of 2026] |
| 221.
| | Secretary. |
| 222.
| | Qualifications of secretary to be prescribed. |
| 223.
| | Register of directors and secretaries. |
| 224.
| | Oppression. |
| 225.
| | Mismanagement. |
| 226.
| | Who may make an application. |
| 227.
| | [477, 12 of 2026] |
| 228.
| | Powers of court on application under section 224 or section 225. [466, 12 of 2026] |
| 229.
| | Effect of alteration of articles of company by order under section 224 or 225. |
| 230.
| | Addition of respondents to application under section 224 or section 225. |
| 231.
| | Consequences of termination or modification of certain agreements. |
| 232.
| | Extended meaning of "shareholder". |
| 233.
| | Restraining orders. |
| 234.
| | Derivative actions. |
| 235.
| | Costs of derivative action to be met by company. |
| 236.
| | Powers of court where leave is granted. |
| 237.
| | Compromise, settlement or continuance of derivative action. |
| 238.
| | Ratification of certain actions of directors. |
| 239.
| | Amalgamations. |
| 240.
| | Amalgamation proposal. |
| 241.
| | Approval of amalgamation proposal. |
| 242.
| | Short form amalgamation. |
| 243.
| | Registration of amalgamation proposal. |
| 244.
| | Certificate of amalgamation. |
| 245.
| | Effect of certificate of amalgamation. |
| 246.
| | Power to acquire shares of shareholders dissenting from scheme or contract approved by majority. [467, 12 of 2026] |
| 255.
| | Interpretation. [468, 12 of 2026] |
| 256.
| | Court approval of arrangements, amalgamation and compromises. [468, 12 of 2026] |
| 257.
| | Court may make additional orders. [468, 12 of 2026] |
| 258.
| | Application of Part VIII. |
| 258A.
| | Declaration to beprovided by the
directors to court,if creditors are involved [468, 12 of 2026] |
| 258B.
| | Proceedings
under the
Rescue,
Rehabilitation
and Insolvency
(Corporate and
Personal) Act,
No. 12 of 2026 [468, 12 of 2026] |
| 259.
| | Application of section 253 to compromise approved under this Part. |
| 260.
| | Interpretation. |
| 261.
| | Company incorporated for business outside Sri Lanka. |
| 262.
| | Grant of certificate of registration to off-shore company. |
| 263.
| | Continuation of business of offshore company. |
| 264.
| | Prohibition on carrying on business in Sri Lanka. |
| 265.
| | Cessation of business as an off-shore company. |
| 393.
| | Power of court to declare dissolution of company void. |
| 394.
| | Registrar may strike off defunct company from register. [469, 12 of 2026] |
| 395.
| | Property of dissolved company to vest in the State. |
| 427.
| | Company may grant floating charge. [2, 23 of 2024] |
| 428.
| | Instrument creating floating charge. [3, 23 of 2024] |
| 429.
| | Provisions of instrument creating floating charge. |
| 430.
| | Dealing with property subject to floating charge before attachment. |
| 431.
| | Ranking of floating charges. [4, 23 of 2024] [470, 12 of 2026] |
| 432.
| | Alteration and discharge of floating charges. |
| 433.
| | Circumstances in which floating charge attaches to property. [471, 12 of 2026] |
| 433A.
| | Interpretation [5, 23 of 2024] |
| 471.
| | Appointment of officers. |
| 472.
| | Appeals from Registrar's decisions. |
| 473.
| | Registers to be kept. |
| 474.
| | Authentication of documents by seal. |
| 475.
| | Registration of documents, copies of documents, notices &c. |
| 476.
| | Translations of documents filed. |
| 477.
| | Fees. |
| 478.
| | Recovery of expenses and fees. |
| 479.
| | Fund. |
| 480.
| | Inspection, production and evidence of documents kept by Registrar. |
| 481.
| | Enforcement of duty of company to make returns to Registrar. |
| 482.
| | Unlawful disclosure of information relating to companies. [21, 12 of 2025] |
| 483.
| | Production and inspection of books where an offence is suspected. |
| 484.
| | Registrar's power to call for information and to inspect books, registers and documents. |
| 484A.
| | Registrar?s power to grant extension for acts. [16, 12 of 2025] |
| 485.
| | Application of Act to existing companies. |
| 486.
| | Provisions relating to articles of existing companies. |
| 487.
| | Provisions relating to company numbers of existing companies &c. [17, 12 of 2025] |
| 488.
| | Interpretation. |
| 489.
| | Documents and particulars to be delivered to Registrar by overseas companies. |
| 490.
| | Power of overseas companies to hold lands. |
| 491.
| | Return to be delivered to Registrar where documents &c. altered. |
| 492.
| | Financial statements of overseas company. |
| 493.
| | Name of overseas company. |
| 494.
| | Obligation to state name and particulars of company. |
| 495.
| | Service on overseas company. |
| 496.
| | Registrar to be notified when company ceases to have place of business in Sri Lanka. |
| 497.
| | [477, 12 of 2026] |
| 498.
| | Penalties for non-compliance. |
| 499.
| | Enforcement of duty to comply with provisions of this Part. |
| 500.
| | Dating of prospectus and particulars to be contained therein. |
| 501.
| | Provisions as to expert's consent and allotment. |
| 502.
| | Registration of prospectus. |
| 503.
| | Penalty for contravention of section 500, section 501 or section 502. |
| 504.
| | Civil liability for misstatements in prospectus. |
| 505.
| | Interpretation of provisions as to prospectuses. |
| 506.
| | Appointment &c. of Advisory Commission. |
| 507.
| | Companies Disputes Board. |
| 508.
| | Board members may mediate disputes. [18, 12 of 2025] |
| 509.
| | Privilege in respect of mediations proceeding. |
| 510.
| | Fees payable in respect of mediation. |
| 511.
| | Penalty for false statement. |
| 512.
| | Penalty for falsification of records. |
| 513.
| | Penalty for improper use of word "Limited". |
| 513A.
| | General penalties. [19, 12 of 2025] |
| 514.
| | Compounding of certain offences. |
| 515.
| | Offences summarily triable. |
| 516.
| | Imposition and application of fines. |
| 517.
| | Savings as to private prosecutors. |
| 518.
| | Savings for privileged communications. |
| 519.
| | Prohibition of partnership with more than twenty members. |
| 520.
| | Procedure. |
| 521.
| | Grant of interim relief. |
| 522.
| | Savings for attorney-at-law and bankers. |
| 523.
| | Service of documents on company. |
| 524.
| | Documents to be received in evidence. |
| 525.
| | Costs in action by certain limited companies. |
| 526.
| | Power of court to grant relief in certain cases. |
| 527.
| | Regulations. |
| 528.
| | Sinhala text to prevail in case of inconsistency. |
| 529.
| | Interpretation. [20, 12 of 2025] [472, 12 of 2026] |
| 530.
| | Transitional provisions. |
| 531.
| | Savings. |
| 532.
| | Savings of pending proceedings for winding up. |
| 533.
| | Repeals. |
| 534.
| | Amendment of the First Schedule of Act, No. 10 of 1996. |
|