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Legal Services and Laws of Sri Lanka

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1918 Act

BUSINESS NAMES

AN ORDINANCE TO PROVIDE FOR THE REGISTRATION OF FIRMS AND PERSONS CARRYING ON BUSINESS UNDER BUSINESS NAMES AND FOR
PURPOSES CONNECTED THEREWITH.

Ordinance Nos,
6 of 1918

27 of 1919

8 of 1938

7 of 1987
[ 9th February , 1987 ]
[7th November , 1918 ]
Short title,
1. This Ordinance may be cited as the Business Names Ordinance.

Firms and persons to be registered.
2. Subject to the provisions of this Ordinance-
(a) every firm having a place of business in Sri Lanka and carrying on business under a business name which does
not consist of the true full names of all partners who are individuals and the corporate names of all partners who
are corporations without any addition

(b) every individual having a place of business in Sri Lanka and carrying on business under a business name which
does not consist of his true full names without any additionand

(c) every individual or firm having a place of business in Sri Lanka who, or a member of which, has either before
or after the passing of this Ordinance changed his name, except in the case of a woman in consequence of marriage,
shall be registered in the manner directed by this Ordinance:


Provided that-
(i) where the addition merely indicates that the business is carried on in succession to a former owner of the
business, that addition shall not of itself render registration necessary and

(ii) where the business is so carried on by the assignee of an insolvent's estate, or a receiver or manager or
curator appointed by any court, registration shall not be necessary and

(iii) a purchase or other acquisition of property by two or more persons is not of itself to be deemed carrying on
a business, whether or not the owners share any profits arising from the sale thereof.


Registration by nominee
3. Where a firm, individual, or corporation having a place of business within Sri Lanka carries on the business
wholly or mainly as nominee or trustee of or for another person, or other persons, or another corporation, or acts
as agent for any foreign firm for the general purposes of the business of such foreign firm in Sri Lanka, the
first-mentioned firm, individual, or corporation shall be registered in manner provided by this Ordinance, and in
addition to the other particulars required to be furnished and registered, there shall be furnished and registered
the particulars mentioned in the Schedule, or such other particulars as the Minister, by notification in the
Gazette, may require:

Provided that where the business is so carried on by the assignee of an insolvent estate, or a receiver or manager
or curator appointed by any court, registration under this section shall not be necessary.

Manner and particulars of registration.
4.
(1) Every firm or person required under this Ordinance to be registered shall furnish, by sending by post or
delivering to the Registrar at the register office in that part of Sri Lanka in which the principal place of
business of the" firm or person is situated, a statement" "in writing in the prescribed form containing the
following particulars -
(a) the business name

(b) the general nature of the business

(c) the principal place of business

(d) where the registration to be effected is that of a firm, the present name (in full), any former name (in full),
the nationality, and where that nationality is not the nationality of origin, the nationality of origin, the usual
residence, and the other business occupation, if any, of each of the individuals who are partners, and the
corporate name and registered or principal office of every corporation which is a partner

(e) where the registration to be effected is that of an individual, the present name (in full), any former name (in
full), the nationality, and if that nationality is not the nationality of origin, the nationality of origin, the
usual residence, and the other business occupation, if any, of such individual

(f) where the registration to be effected is that of a corporation, its corporate name and registered or principal
office and the names and nationalities of its directors

(g) it the business is commenced after the passing of this Ordinance, the date of the commencement of the business.



(2) Where a business is carried on under two or more business names, each of those business names must be stated.


Statement to be signed by persons registering.
5. The statement required for the purpose of registration must in the case of an individual be signed by Him, and
in the case of a corporation by a director or secretary thereof, and in the case of a firm either by the
individuals who are partners, and by a director or if secretary of all corporations which are partners, or by some
individual who is a partner, or a director or the secretary of some corporation which is a partner, and in either
of the last two cases must be verified by an affidavit made by the signatory:

Provided that no such affidavit stating that any person other than the declarant is a partner, or omitting to state
that any person other than as aforesaid is a partner, shall be evidence for or against any such other person in
respect of his liability or no liability as a partner, and that the appropriate District Court may on application
of any person alleged or claiming to be a partner direct the rectification of the register and decide any question
arising under this section,

Time for registration.
6.
(1) The particulars required to be furnished under this Ordinance shall be furnished within fourteen days after the
firm or person commences business, or the business in respect of which registration is required, as the case may
be, or within such further period as the Registrar may on application allow

Provided that if such firm or person has carried on such business before the passing of this Ordinance or commences
such business within two months thereafter, the statement of particulars shall be furnished before the expiration
of six months from the commencement of this Ordinance, or within such further period as the Registrar may in any
special case allow.

(2) This section shall apply in the case where registration is required in consequence of a change of name, as if
for references to the date of the commencement of the business there were substituted references to the date of
such change.


Registration of changes in firm.
7. Whenever a change is made or occurs in any of the particulars registered in respect of any firm or person, such
firm or person shall, within fourteen days after such change, or such further period as the Registrar may on
application allow, furnish by sending by post or delivery to the Registrar in that part of Sri Lanka in which the
aforesaid particulars are registered, a statement in writing in the prescribed form specifying the nature and date
of the change, signed, and, where necessary, verified, in like manner as the statement required on registration.

Penalty for default in registration.
8. If any firm or person by this Ordinance required to furnish a statement of particulars or of any change in
particulars shall, without reasonable excuse, make default in so doing in the manner and within the time specified
by this Ordinance, every partner in the firm or the person so in default shall be liable, on summary conviction, to
a fine not exceeding one hundred rupees for every day during which the default continues, and the court before
which such partner or person shall be tried shall order a statement of the required particulars or change in the
particulars to be furnished to the Registrar within such time as may be specified in the order:

Provided that-
(a) the Registrar to whom a statement is required to be furnished as aforesaid may, if he thinks fit, instead of
instituting proceedings as aforesaid, accept from any such partner or person such sum of money as such Registrar
may consider proper in composition of the offence committed by him

(b) when such Registrar has accepted any such sum of money as aforesaid, proceedings under this section shall not
be taken, or if already taken shall not be continued in respect of such offence, against the partner or person so
compounding as aforesaid.


Disability of persons in default
9.
(1) Where any firm or person required by this Ordinance to furnish a statement of particulars or of any change in
particulars in respect of any business shall have made default in so doing, then the rights of that defaulter under
or of arising out of any contract in relation to that business made or entered into by or on behalf of such
defaulter at any time while he is in default shall not be enforceable by action or other legal proceeding either in
the business name or otherwise:

Provided that-
(a) the defaulter may apply to the court for relief against the disability imposed by this section, and the court,
on being satisfied that the default was accidental, or due to inadvertence or some other sufficient cause, or that
on other grounds it is Just and equitable to grant relief, may grant such relief either generally, or as respects
any particular contracts, on condition of the costs of the application being paid by the defaulter, unless the
court otherwise orders, and on such other conditions, if any, as the court may imposebut such relief shall not be
granted except on such service and such publication of notice of the application as the court may order, nor shall
relief be given in respect of any contract if any party to the contract proves to the satisfaction of the court
that, if the provisions of this Ordinance had been complied with, he would not have entered into the contract

(b) nothing herein contained shall prejudice the rights of any other parties as against the defaulter in respect of
such contract as aforesaid

(c) if any action or proceeding shall be commenced by any other party against the defaulter to enforce the rights
of such party in respect of such contract, nothing herein contained shall preclude the defaulter from enforcing in
that action or proceeding, by way of counter-claim, set-off or otherwise, such rights as he may have against that
party in respect of such contract.


(2) In this section, "court" means the court in which any action or other legal proceeding to enforce a contract is
commenced by a defaulter.


Penalty for false statements
10. If any statement required to be furnished under this Ordinance contains any matter which is false in any
material particular to the knowledge of any person signing it, that person shall, on summary conviction, be liable
to imprisonment of either description for a term not exceeding three months, or to a fine not exceeding three
hundred rupees, or to both such imprisonment and fine.

Duty to furnish particulars to registrar.
11.
(1) The Registrar may require any person to furnish to him such particulars as appear necessary to him for the
purpose of ascertaining whether or not such person or the firm of which he is partner should be registered under
this Ordinance, or an alteration made in the registered particulars, and may also in the case of a corporation,
require the secretary or any other officer of a corporation performing the duties of secretary to furnish such
particularsand if any person when so required fails to supply such particulars as it is in his power to give, or
furnishes particulars which are false in any material particular, he shall be guilty of an offence, and shall, on
summary conviction, be liable to imprisonment of either description for a term not exceeding three months, or to a
fine not exceeding three hundred rupees, or to both such imprisonment and fine.

(2) If from any information so furnished it appears to the Registrar that any firm or person ought to be registered
under this Ordinance, or an alteration ought to be made in the registered particulars, he may require the firm or
person to furnish to him the required particulars within such time as may be allowed by himbut where any default
under this Ordinance has been discovered from the information acquired under this section, no proceedings under
this Ordinance shall be taken against any person in respect of such default prior to the expiration of the time
within which the firm or person is required by the Registrar under this section to furnish particulars to him.


Registrar to file statement and issue certificate of registration,
12. On receiving any statement or affidavit made in pursuance of this Ordinance, the Registrar shall cause the same
to be filed, and he shall send by post or deliver a certificate of the registration thereof to the firm or person
registering, and the certificate or a certified copy thereof shall be kept exhibited in a conspicuous position at
the principal place of business of the firm or individual, and if not kept so exhibited, every partner in the firm
or the person, as the case may be, shall be guilty of an offence, and liable, on summary conviction, to a fine not
exceeding three hundred rupees.

index to be kept.
13. At each of the register offices hereinafter referred to the Registrar shall keep an index of all the firms and
persons registered at that office under this Ordinance, and at the principal register office a general index of all
firms and persons so registered at every office throughout Sri Lanka.

Removal of name from register.
14.
(1) If any firm or individual registered under this Ordinance ceases to carry on business, it shall be the duty of
the persons who were partners in the firm at the time when it ceased to carry on business, or of the individual, or
if he is dead, his personal representative, within three months after the business has ceased to be carried on, to
send by post or deliver to the Registrar notice in the prescribed form that the firm or individual has ceased to
carry on business, and if any person whose duty it is to give such notice fails to do so within such time as
aforesaid, he shall be liable on summary conviction to a fine not exceeding three hundred rupees.

(2) On receipt of such a notice as aforesaid the Registrar may remove the name of such firm or individual from ttv
register.

(3) Where the Registrar has reasonable cause to believe that any firm or individual registered under this Ordinance
is not carrying on business, he may send to the firm or individual by registered post a notice that unless an
answer is received to such notice within one month from the date thereof, the name of the firm or individual may be
removed from the register.

(4) If the Registrar either receives an answer from the firm or individual to the effect that the firm or
individual is not carrying on business, or does not within one month after sending the notice receive an answer, he
may remove the name of the firm or individual from the register.


Misleading business that names.
15.
(1) Where the Registrar is satisfied the nationality of the person or persons by whom any business carried on under
a business name which is required under this Ordinance to be registered is wholly or mainly owned or controlled is
at any time such that the business name under which the business is carried on is misleading, the Registrar shall
refuse to register such business name, or, as the case may be, remove such business name from the registerbut any
person aggrieved by a decision of the Registrar under this provision may appeal to the Minister, whose decision
shall be final.

(2) Where the business name of any business which is owned or controlled wholly or mainly by persons who are not
citizens of Sri Lanka is of a descriptive character, that is to say, where it is composed of or contains words
intended to indicate the nature of the business, such business name shall be deemed to be misleading, unless it
contains some indication which, in the opinion of the Registrar, is sufficient to intimate that the persons by whom
the business is wholly or mainly owned or controlled are not citizens of Sri Lanka.

(3) Any person continuing to use a misleading business name after the registration of such name has been refused
under this section, or after such name has been removed from the register, shall be guilty of an offence, and
liable on summary conviction to a penalty of one hundred rupees in respect of every day on which such person shall
use the said name.

(4) The registration of a business name under this Ordinance shall not be construed as authorizing the use of that
name, if, apart from such registration, the use thereof could be prohibited.


inspection of statements registered.
16.
(1) Any person may inspect the documents filed by the Registrar on payment of such fees as may be prescribed, not
exceeding one rupee for each inspectionand any person may require a certificate of the registration of any firm
or person, or a copy of or extract from any registered statement to be certified by the Registrar or his assistant
and there shall be paid for such certificate of registration, certified copy, or extract such fees as may be
prescribed, not exceeding two rupees for the certificate of registration, and not exceeding fifty cents for each
folio of seventy-two words of the entry, copy, or extract.

(2) A certificate of registration or a copy of or extract from any statement registered under this Ordinance, if
duly certified to be a true copy or extract under the hand of the Registrar or his assistant (whom it shall not be
necessary to prove to be the Registrar or Assistant Registrar), shall in all legal proceedings, civil or criminal,
be received in evidence.


Power to make rules
17.
(1) The Minister may make rules or orders concerning any of the following matters -
(a) the appointment of a Registrar and Assistant Registrars and for the establishment of register offices for the
purposes of this Ordinance

(b) the fees to be paid to the Registrar and Assistant Registrars under this Ordinance, so that they do not exceed
the sum of five rupees for the registration of any one statement

(c) the forms to be used under this Ordinance

(d) the duties to be performed by the Registrar and Assistant Registrars under this Ordinance

(e) the performance by Assistant Registrars and other officers of acts by this Ordinance required to be done by the
Registrar

(f) the periodical publication in the Gazette or otherwise of the registers kept under this Ordinance, or of
particulars on returns of particulars therein contained

(g) generally the conduct and regulation of registration under this Ordinance and any matters incidental thereto.


(2) All fees payable in pursuance of any such rules or orders shall be applied as the Minister may direct.


Offences by corporations,
18. Where a corporation is guilty of an offence under this Ordinance, every director, secretary, and officer of the
corporation who is knowingly a party to the default shall be guilty of a like offence, and liable to a like
penalty.

Businesses carried on by local manager.
19. In any case in which any individual, or all the partners of any or all the directors and' the secretary of any
corporation required under this Ordinance to be registered reside outside Sri Lanka, and the business of the
individual, firm, or corporation is carried on in Sri Lanka the name of the individual, firm, or corporation by a
local manager, such local manager shall be personally responsible for the discharge of all obligations attaching to
the individual, firm, or corporation under this Ordinance and in the case of any default in respect of any such
obligation, such local manager shall be subject to the same responsibilities, liabilities, and penalties as the
individual in whose name he carries on the business, or of a partner in the firm, or of a director or secretary of
the corporation, as the case may be, and all the penal and other provisions of this Ordinance shall be construed
accordingly.

Interpretation.
20. In this Ordinance, unless the context otherwise requires-

" business " includes profession

" business name " means the name or style under which any business is carried on, whether in partnership or
otherwise, and includes a vilasam

" director " and " secretary " include any person occupying the position of director or secretary, by whatever name
called

" firm " means an unincorporate body of two or more individuals, or one or more individuals and one or more
corporations, or two or more corporations who have entered into partnership with one another with a view to
carrying on business for profit

" foreign firm " means any firm, individual, or corporation whose principal place of business is situate outside
Sri Lanka

" full name " includes any case in which a surname or other final name appears in full, and in which the preceding
names either appear in full or are represented by initials

" individual " means a natural person, and does not include a corporation " person " includes a corporation

" prescribed " means prescribed by rules or orders made in pursuance of this Ordinance.







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