The Department of the Registrar of Companies has issued a final notice warning that it will begin legal action against companies that have failed to file their beneficial ownership details.

In the notice, issued on October 28, the Registrar General of Companies said the extended deadline for submissions had expired on October 21 and called on companies that have still not filed to do so immediately. The original deadline had been September 30 before it was pushed back.

Companies convicted of failing to supply the information face a fine not exceeding Rs 1 million, imprisonment not exceeding 10 years, or both.

The filing requirement comes from amendments made to the Companies Act No. 7 of 2007 by the Companies (Amendment) Act No. 12 of 2025. Beneficial ownership information identifies the people who ultimately own or control a company, as distinct from the names that appear on the share register — the shareholders of record, who may be nominees, trusts or other companies.

The timing matters. The beneficial ownership regime is one of the reforms Sri Lanka is relying on in its current anti-money-laundering assessment. When the Asia/Pacific Group on Money Laundering began its on-site mutual evaluation this month, Central Bank Governor Dr. Nandalal Weerasinghe listed the Companies Act beneficial ownership amendments among the measures supporting his position that the country will not return to the Financial Action Task Force grey list. Evaluators assess effectiveness, not only whether a law is on the books — which makes a register with substantial non-compliance a liability rather than an asset.

Professional-services firm Deloitte Sri Lanka made a similar point in May, saying the reform’s value would depend on implementation and that the focus had to shift from disclosure to capability. The firm noted that Sri Lanka’s framework places a heavier verification burden on directors and company secretaries than regional peers such as Singapore and India.

Note on figures: Hiru’s headline presents the penalty as a Rs 1 million fine and 10 years in prison. The body of the same filing states the statutory maximums — a fine not exceeding Rs 1 million or imprisonment not exceeding 10 years, or both. The maximums are reported here.

Not reported: The notice does not say how many companies remain non-compliant, how many have filed, or when prosecutions will begin.