Sri Lanka – UBO Regime Now in Force with Enhanced Filing and Governance Obligations

Sri Lanka has formally implemented its updated beneficial ownership framework under the Companies (Amendment) Act No. 12 of 2025, with the related regulations coming into force on the 30^th of March 2026.

The framework introduces enhanced requirements for identifying, maintaining, and reporting Ultimate Beneficial Owner (UBO) information, reinforcing transparency and alignment with anti-money laundering standards.

Regulatory Background

Under the updated regime, all companies are required to identify their beneficial owners and maintain accurate and up-to-date records. Companies must also ensure timely submission of prescribed filings to the Department of the Registrar of Companies (ROC) upon specific trigger events.

These obligations operate alongside existing anti-money laundering (AML) and counter-terrorism financing (CFT) requirements under the Financial Transactions Reporting Act (FTRA) and related Customer Due Diligence rules, reinforcing the importance of robust ownership transparency and record-keeping.

Applicability and Scope

The requirements apply to all companies incorporated in Sri Lanka.

UBO Filing Requirements

Companies are required to submit prescribed beneficial ownership forms to the ROC at key trigger points, including:

• At incorporation and upon issuance or transfer of shares
• On an annual basis, in conjunction with the annual return
• Upon appointment of a UBO Compliance Officer
• Following any change in beneficial ownership or location of records

In addition, all existing companies must submit a confirmation filing of their UBO details to the ROC by the 30^th of September 2026.

Ongoing Obligations

Companies are required to maintain an internal register of beneficial owners, ensuring that:

• The register remains accurate and up to date at all times
• Any changes in beneficial ownership are promptly recorded and reported

A UBO Compliance Officer must also be appointed to oversee compliance, including record-keeping and regulatory filings. This role may be fulfilled internally or by an external service provider.

Risks of Non-Compliance

The regulations introduce significant penalties for non-compliance, including:

• Fines of up to LKR 1,000,000
• Potential imprisonment of up to 10 years
• Possible personal liability for directors, officers, and other responsible individuals

How Mercator® by Citco (Mercator) Can Help

Mercator can assist with:

• UBO identification and registration with the ROC
• Preparation and maintenance of internal UBO registers
• Providing UBO Compliance Officer services where required
• Ongoing monitoring and support to ensure compliance with filing obligations

For assistance, please contact mercator@citco.com