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Sri Lanka – New UBO Regulation Introduced
Sri Lanka has implemented comprehensive Ultimate Beneficial Owner (UBO) regulations effective on the 1st of January 2026, introducing new compliance requirements for all registered companies.
This significant regulatory change requires companies to maintain detailed UBO information and appoint a dedicated UBO Compliance Officer under the Companies (Amendment) Act No. 12 of 2025.
Key Filing Requirements and Deadlines
Existing companies must meet these critical transitional requirements:
- Submit beneficial ownership details to the Registrar of Companies (ROC) within six months of the Act’s commencement
- Licensed stock exchange depositories must report shareholders holding 10% or more shares within 30 days
- Verify and notify the ROC of beneficial owners within 30 days of the Act’s commencement
UBO Compliance Officer Role and Responsibilities
A key requirement of the new regulation is the appointment of a UBO Compliance Officer. This position may be filled by either an internal officer or a third-party service provider.
The officer is responsible for maintaining accurate UBO records, managing regulatory filings, and conducting ongoing monitoring activities. They serve as the primary point of contact for regulatory authorities and ensure the company maintains compliance with all UBO-related obligations.
Register Maintenance and Ongoing Requirements
The regulation mandates that companies maintain a perpetually updated internal UBO register that reflects accurate beneficial ownership information.
While companies have discretion in the format of their internal register, all submissions to the Registrar of Companies must conform to prescribed specifications.
Any modifications to beneficial ownership must be recorded and reported to the Registrar within 14 working days or submitted alongside the Annual Return.
Definition of Beneficial Owner
The regulation defines a beneficial owner as an individual who:
- Directly or indirectly owns a significant percentage of shares; or
- Exercises substantial control over the company; or
- Has ultimate effective control through other means.
In cases where no beneficial owner is identified, individuals holding senior management positions may be considered beneficial owners.
Companies must implement robust verification procedures to ensure the accuracy of their UBO information.
Compliance and Documentation
Organizations must establish comprehensive record-keeping systems to maintain detailed UBO identification records and supporting documentation. This includes maintaining a clear chain of ownership documentation, verification records, and a history of any changes in beneficial ownership.
Regular reviews and updates of this information are essential for maintaining compliance.
Ongoing Obligations
Companies must:
- Regularly verify and update UBO information
- Maintain supporting documentation for ownership claims
- Submit timely notifications of any changes
- Ensure accuracy of reported information
- Facilitate regulatory inspections when required
How Mercator® by Citco (Mercator) Can Help
Our team offers comprehensive support for ensuring UBO compliance, including assistance with initial registration, internal register preparation, and annual maintenance services.
We can help companies through the process of appointing and registering a UBO officer while ensuring ongoing compliance with all regulatory requirements.
For assistance with your UBO requirements, contact mercator@citco.com.
