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Commercial Contracts for clients in Sri Lanka

Sri Lankan apparel, tea, rubber, spice and IT businesses trade with Indian partners under the India and Sri Lanka free trade agreement, often on thin paperwork.

Updated Reviewed by our legal team

Commercial Contracts for clients in Sri Lanka
In short

A contract with an Indian party is governed by the Indian Contract Act 1872 unless it chooses another law. Because Sri Lankan judgments cannot be executed directly in India, a well-drafted arbitration clause with a neutral seat, or an Indian seat, is usually the best protection. Both countries are parties to the New York Convention, so a foreign award can be enforced in India under Part II of the Arbitration Act.

Document route
Sri Lankan notary, Ministry of Foreign Affairs attestation, then Indian mission attestation
Time difference
IST and Sri Lanka time are the same all year
Core law
Indian Contract Act 1872
Foreign awards
Part II, Arbitration Act 1996

Commercial Contracts from Sri Lanka: how it works

We draft and review supply, distribution, agency, manufacturing, software services and joint venture agreements with Indian parties. We focus on the points that cause disputes: payment security, quality and inspection, rules of origin and certificates under the free trade agreement, limits on liability, termination, and how a dispute will actually be resolved and enforced.

Where a deal involves Indian regulatory steps, such as foreign investment reporting, GST or import licensing, we flag them and coordinate with your Indian partner. For existing contracts, we review your position when a dispute starts and advise on notice, mediation, arbitration or a commercial suit.

What clients in Sri Lanka should know

  • Name a seat of arbitration and an institution; vague clauses lead to years of argument.
  • Ask for security such as a standby letter of credit or post-dated cheques where the buyer is new.
  • Stamp the contract correctly in India; unstamped agreements can be impounded when relied on.

Step by step from Sri Lanka

  1. Video consultation

    A call at a time that suits Sri Lanka, after we have read your documents.

  2. Documents signed in Sri Lanka

    Sri Lankan notary, Ministry of Foreign Affairs attestation, then Indian mission attestation

  3. Work in India

    Our team files, appears and follows up in India, and shares scans of everything filed.

  4. Result and handover

    Certified copies and originals are couriered to you in Sri Lanka where needed.

The full guide

This page covers what changes when you are in Sri Lanka. For the law, the documents and the step-by-step procedure, read our main page on Commercial Contracts, or see all services for clients in Sri Lanka and the Doing Business in India practice area.

Please note: this page explains the law and procedure in general terms as on 12 November 2026. Fees, limits and timelines change, and the facts of each case matter, so take advice on your own papers before acting.

Questions from clients in Sri Lanka

Should our contract be under Sri Lankan or Indian law?

Either can work. What matters most is an enforceable dispute clause; we advise on both together.

Can an arbitration award from Colombo be enforced in India?

Yes, generally, as a New York Convention award, subject to the limited grounds for refusal.

Do you draft in English only?

Yes, contracts are drafted in English, which Indian courts and arbitrators use.

Tell us about your matter

Send the papers you have. We reply to clients in Sri Lanka within one working day.

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