Speaker Dr. Jagath Wickramaratne, officially endorsed the certificate on the Companies (Amendment) Bill on Monday (04), marking the final step in enacting the legislation as the Companies (Amendment) Act No. 12 of 2025.

The Bill, which was passed in Parliament with several amendments on July 23, introduces a wide array of reforms, aimed at modernising company law in Sri Lanka, increasing transparency, and enhancing regulatory oversight in corporate governance.

The newly enacted Companies (Amendment) Act No. 12 of 2025 introduces several key reforms to the existing Companies Act, aimed at improving efficiency, transparency, and regulatory compliance. One of the most notable changes is the allowance for companies to be incorporated with a single shareholder, simplifying the startup process for individual entrepreneurs. The Act also extends the public notice period for company name changes to 20 working days, allowing greater opportunity for public review. In a move to combat anonymity in shareholding, the issuance of bearer shares and bearer share warrants is now strictly prohibited. Companies that have already issued such instruments must notify the company and disclose the bearer’s details to the Registrar of Companies within 60 days. Additionally, the Act mandates that companies divide their shares within 20 days of incorporation, a provision designed to ensure transparency in shareholding structures from the outset.

A significant focus of the Companies (Amendment) Act No. 12 of 2025 is the enhancement of transparency in the ownership of shares through the introduction of new regulations concerning beneficial ownership. Under the Act, company secretaries and directors are now obliged to disclose information about beneficial owners to the Registrar of Companies. The Registrar is, in turn, required to maintain these records and make the information accessible to both the public and relevant government authorities, ensuring greater oversight. To support these measures, the Act also introduces clear and precise definitions for key terms such as “beneficial ownership” and “effective control,” aimed at eliminating ambiguities and preventing misuse or concealment of true ownership.

Other notable provisions introduced by the Companies (Amendment) Act No. 12 of 2025 include empowering the Registrar of Companies with the discretion to extend deadlines for the submission of company documents and information under specified conditions. The Act also provides a legal mechanism for deregistered companies to re-register within a defined timeframe and reclaim assets previously vested in the government. Additionally, the jurisdiction of the Company Disputes Board has been expanded to cover a broader range of corporate disputes. Amendments have been made to streamline and clarify the procedure for the removal of company directors. On the administrative front, the Act authorises the Minister of Finance to grant allowances to certain officers within the Department of the Registrar of Companies. Furthermore, standardised procedures for general penalties have been introduced, along with an annex to correct inconsistencies in the Sinhala, Tamil, and English versions of the principal enactment.

The Companies (Amendment) Bill was initially presented in Parliament for its first reading on June 5, 2025, by the Minister of Trade, Commerce, Food Security, and Cooperative Development. Following detailed parliamentary debate and amendments, the Bill was passed on July 23 and officially certified by the Speaker on August 4.