How to file an Annual Return in Sri Lanka.

Are you keeping up with your Annual Return at the Department of the Registrar of Companies (ROC)? You might be wondering why it's important, especially if your company hasn't been very active. Let's break down why this process matters, even for the smallest of businesses.

The Annual Return doesn't deal directly with your business's money matters. Instead, it's about recording any charges against your company's assets and ensuring all your company's details are accurate. Think of it as a yearly check-up for your company's information with the Registrar General of Companies. This isn't just a thing in Sri Lanka; it's standard practice in many other places too.

Now, with the eROC system in place, the Annual Return has become even more important. Other parties rely on the latest Annual Return of your company, so it's crucial to keep it updated.

But when do you need to submit your Annual Return? Your first one should be sent to the Registrar within 18 months of incorporating your company. After that, it's an annual task, due within 15 months of your incorporation date.

Not keeping up with these rules could land you in trouble with penalties and legal issues.

Remember, staying on top of your Annual Return isn't just about following the law. It also shows that your company is transparent and trustworthy. Recently, some companies registered with the Department of the Registrar of Companies haven't been sending their Annual Reports (form No. 15 / 15A), which is required every year.

According to Section 133 (1) of the Companies Act, every company must hold its Annual General Meeting and submit the Annual report (on form No. 15/15A) to the Registrar General of Companies within 30 working days, along with the relevant charges. If there's no Annual General Meeting, as per section 144 (3) of the Companies Act, the Annual Report should still be sent to the Registrar General of Companies within 30 working days.

Not following Section 131(1) of the Companies Act could lead to fines. The company could face a fine not exceeding Rs. 100,000/=, and each officer (Directors) could be fined up to Rs. 50,000/=, as per section 131(4) of the Act.

The Board of Directors of the company should hold an Annual General Meeting of Shareholders once a year. It's not required in the first year of incorporation, but it should happen within 18 months of incorporation. The meeting should be held at least 14 days before the Annual Return Date. If the company can't hold the meeting, all Directors should agree to skip it and pass resolutions covering all the necessary matters. This resolution must be submitted with Form 15 to ROC.

Form 15 is used to submit an Annual Report to the ROC. When filling Form 15, the company must provide details of the Share Register, Records, Shares, Directors, Secretaries, Auditors, Last Annual Return, Existing Shareholders, and the Annual General Meeting. It's the responsibility of the company secretary to fill out the Annual Return form (Form 15) on the eROC portal, which is specific to the company. Once completed, the form should be downloaded to obtain the signatures of the directors and shareholders. After obtaining the necessary signatures, the filled-out form must be uploaded again onto the eROC portal, accompanied by the payment of relevant charges. This process ensures that all required documentation is properly authenticated and submitted in compliance with regulatory standards.

By following these rules, your company not only stays on the right side of the law but also shows its commitment to being accountable and responsible in its operations.