A Sri Lankan company or citizen can usually own up to 100 percent of an Indian private limited company under the automatic route, without government approval, subject to sectoral caps and conditions. The company needs at least two directors, one of whom must be resident in India, and two shareholders. Share allotment must be reported to the RBI in Form FC-GPR within 30 days.
- 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
- Law
- Companies Act 2013, FEMA 1999, NDI Rules 2019
- Minimum
- 2 directors, 2 shareholders
Company Setup for Foreigners from Sri Lanka: how it works
We advise on the right vehicle, whether a subsidiary, a limited liability partnership, or a branch or liaison office, and then handle name approval, digital signatures, director identification numbers, incorporation filings and the PAN and TAN. Sri Lankan directors' documents are notarised and attested in Sri Lanka, or apostilled if the position changes, and translated where needed.
After incorporation we help open the bank account, receive the foreign capital, file FC-GPR, register for GST and set up the annual compliance calendar under the Companies Act and FEMA. We also review leases, employment contracts and intercompany agreements, including transfer pricing documentation for related party transactions.
What clients in Sri Lanka should know
- One director must have stayed in India for at least 182 days in the previous year.
- Capital must come through banking channels and be reported on time to avoid late fees.
- Sectors such as defence, media and multi-brand retail have caps or approval requirements.
Step by step from Sri Lanka
Video consultation
A call at a time that suits Sri Lanka, after we have read your documents.
Documents signed in Sri Lanka
Sri Lankan notary, Ministry of Foreign Affairs attestation, then Indian mission attestation
Work in India
Our team files, appears and follows up in India, and shares scans of everything filed.
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 Company Setup for Foreigners, or see all services for clients in Sri Lanka and the Doing Business in India practice area.
Questions from clients in Sri Lanka
Can a Sri Lankan citizen be a director of an Indian company?
Yes, with a director identification number, as long as at least one other director is resident in India.
Do we need government approval?
Usually not. Sri Lanka does not share a land border with India, so the automatic route applies in most sectors.
How long does incorporation take?
Often two to four weeks once attested documents are ready.