A company has three key stakeholders: directors, shareholders and the secretary. These may change over time through resignation, death, removal or appointment. Every change must follow the Articles of Association and the Companies Act No. 07 of 2007.
Directors manage the company and oversee its operations. Shareholders own and finance the company and are not liable for its acts or defaults.
The company secretary
The secretary is responsible for the company's documentation. The role can be held by an individual or a corporate body. An unqualified secretary must be a Sri Lankan citizen, the company's annual turnover must be below one million Sri Lankan rupees, and its stated capital must not exceed 500,000 Sri Lankan rupees. The sole director of a company cannot also be its secretary.
Alternatively, a qualified secretary can be appointed: a third party registered with the Department of Registrar of Companies, Sri Lanka, working to higher professional standards.