A company is underpinned by three key stakeholders: directors, shareholders, and the secretary. Over time, these stakeholders may undergo changes due to factors such as resignation, demise, removal, or appointment. Effecting these alterations necessitates adherence to the regulations stipulated within the Articles of Association and the Companies Act No. 07 of 2007.
Directors play a pivotal role in the management of the company, overseeing its operations. Shareholders, on the other hand, assume the mantle of ownership and financial backing for the company. Importantly, they are shielded from liability for any actions or defaults of the company.
The secretary, a critical administrative figure, assumes responsibility for the company's documentation. This position can be held by either an individual or a corporate entity. For an unqualified secretary, Sri Lankan citizenship is a prerequisite. Additionally, the company's annual turnover should be below one million Sri Lankan rupees, and the stated capital should not exceed 500,000 Sri Lankan rupees. Notably, the sole director of the company cannot simultaneously hold the position of the secretary.
Alternatively, a qualified secretary may be enlisted, in the form of a third party registered with the Department of Registrar of Companies Sri Lanka. This role signifies adherence to higher professional standards and regulations