13of2014.pdf
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PARLIAMENT OF THE DEMOCRATIC
SOCIALIST REPUBLIC OF
SRI LANKA
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COMPANIES (AMENDMENT)
ACT, No. 13 OF 2014
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[Certified on 24th April, 2014]
Printed on the Order of Government
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Published as a Supplement to Part II of the Gazette of the Democratic
Socialist Republic of Sri Lanka of April 25, 2014.
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Companies (Amendment) 1
Act, No. 13 of 2014
[Certified on 24th April, 2014]
L.D.—O. 11/ 2014.
ANACT TO AMEND THE COMPANIES
ACT, NO. 7 OF 2007
BE it enacted by the Parliament of the Democratic Socialist
Republic of Sri Lanka as follows :-
1. This Act may be cited as the Companies (Amendment) Short title.
Act, No. 13 of 2014 as follows :—
2. Section 132 of the Companies Act, No. 7 of 2007 Amendment of
(hereinafter referred to as the “principal enactment”) is hereby section 132 of
the Companies
amended by the repeal of that section and the substitution
Act, No.7 of
therefore of the following new section :— 2007.
“Declaration 132. (1) Every private company shall
and transmit to the Registrar with it’s annual
certificates to
return—
be sent by
every private
company (a) a declaration signed by the directors of
with the the company to the effect that to the
annual
best of their knowledge and belief, they
return.
have complied with the requirements
of the principal enactment ;
(b) a certificate signed by a director and
the secretary of the company—
(i) confirming that the company
has not since the date of the last
return or in the case of a first
return, since the date of the
incorporation of the company,
as the case may be, issued any
invitation to the public to
subscribe for any shares or
debentures of the company ;
2—PL 008081—2,900 (03/2014)
2 Companies (Amendment)
Act, No. 13 of 2014
(ii) where the annual return
discloses the fact that the
number of shareholders of the
company exceeds fifty, and
such excess consists wholly of
persons not included under
section 27 in relation to that
limit imposed under that
section;
(c) a certificate issued by the
Commissioner-General of Inland
Revunue confirming that the company
has fulfilled the requirements specified
in section 106 of the Inland Revenue
Act, No. 10 of 2006.
(2) (a) Subject to section 131, every
private company shall with the annual return
of such company, or any time prior to the
winding up of such company or change of
status or a similar situation specified in this
Act, notify in writing to the Registrar in the
manner prescribed any such winding up or
change if any to be taken place.
(b) It shall be the duty of the Registrar to
transmit a copy of such notice to the
Commissioner-General of Inland Revenue.
For the purposes of this section—
“Similar situation” means an
arrangement, amalgamation,
merger or compromise as specified
in the Act.”.
Companies (Amendment) 3
Act, No. 13 of 2014
3. The item 2 of the Ninth Schedule to the principal Amendment of
enactment is hereby amended as follows :– Ninth Schedule
to the principal
enactment.
(1) in paragraph (b), by the substitution for the words
“chargeable for one complete year prior to the
commencement of the liquidation, that year to be
selected” of the words “chargeable for five
complete years prior to the commencement of the
liquidation, that five year period to be selected”;
(2) in paragraph (d), by the repeal of that paragraph
and substitution therefor of the following new
paragraph :—
“(d) value added tax charged or chargeable for
taxable periods within five year period prior
to the commencement of the liquidation,
such taxable periods to be selected by the
Commissioner-General of Inland Revenue
in accordance with the provisions of the
Value Added Tax Act, No. 14 of 2002;”.
4. Section 529 of the principal enactment is hereby Amendment of
amended by the insertion immediately after the definition section 529 of
the principal
of the expression “class” of the following definition :—
enactment.
“Commissioner-General of Inland Revenue” means the
Commissioner-General of Inland Revenue
appointed under section 208 of the Inland Revenue
Act, No. 10 of 2006.
5. In the event of any inconsistency between the Sinhala Sinhala text to
and Tamil texts of this Act, the Sinhala text Shall prevail. prevail in case
of inconsistency.

4 Companies (Amendment)
Act, No. 13 of 2014
Annual subscription of English Bills and Acts of the Parliament Rs. 885 (Local), Rs. 1,180
(Foreign), Payable to the SUPERINTENDENT, GOVERNMENT PUBLICATIONS BUREAU, DEPARTMENT OF
GOVERNMENT INFORMATION, NO. 163, KIRULAPONA MAWATHA, POLHENGODA, COLOMBO 05 before 15th
December each year in respect of the year following.
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