Speaker endorses the certificate on the Companies (Amendment) Bill

Speaker, Dr. Jagath Wickramaratne, endorsed the certificate on the Companies (Amendment) Bill yesterday (4).

The Companies (Amendment) Bill was passed in Parliament with amendments on July 23rd.

Accordingly, the amended Act introduces several provisions, including allowing the incorporation of a company with a single shareholder, extending the notice period for the public when changing a company’s name to 20 working days, prohibiting the issuance of bearer shares or bearer share warrants, requiring notification to the company regarding the issuance of bearer shares or bearer share warrants and mandating the disclosure of the bearer’s details to the company registrar within 60 days, requiring companies to divide shares within 20 days from the date of incorporation.

Further, the Act introduces new provisions related to "beneficial ownership of shares", including
disclosure of beneficial ownership information by secretaries and directors to the registrar, maintenance of records by the Registrar, making such information available to the public, mandating companies or the registrar to provide details of beneficial owners to government authorities, introducing new definitions for “beneficial ownership” and “effective control”.

Additionally, the amendments provide for empowering the registrar to extend the deadlines for companies to submit certain documents and information, allowing deregistered companies to re-register within a specified time and reclaim properties previously held by the government, expanding the scope of referring disputes to the Company Disputes Board for resolution, amending the procedure for the removal of company directors, allowing the Minister of Finance to provide allowances to certain officers of the Department of the Registrar of Companies, Setting procedures for general penalties, and providing an annex to correct errors in the Sinhala, Tamil, and English texts of the principal enactment.

This bill was presented for first reading in Parliament on June 5, 2025, by the Minister of Trade, Commerce, Food Security, and Cooperative Development.

Accordingly, this Companies (Amendment) Bill is now enacted as the Companies (Amendment) Act No. 12 of 2025.