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BRIEFING NOTE: INTRODUCTION OF A MANDATORY UBO DISCLOSURE FRAMEWORK IN SRI LANKA โ€“ PRACTICAL COMPLIANCE GUIDE

21 May 2026

๐—ฆ๐—ฟ๐—ถ๐—Ÿ๐—ฎ๐—ป๐—ธ๐—ฎ’s ๐—บ๐—ฎ๐—ป๐—ฑ๐—ฎ๐˜๐—ผ๐—ฟ๐˜† ‘๐—จ๐—น๐˜๐—ถ๐—บ๐—ฎ๐˜๐—ฒ ๐—•๐—ฒ๐—ป๐—ฒ๐—ณ๐—ถ๐—ฐ๐—ถ๐—ฎ๐—น ๐—ข๐˜„๐—ป๐—ฒ๐—ฟ๐˜€๐—ต๐—ถ๐—ฝ’ (๐—จ๐—•๐—ข) ๐—ฑ๐—ถ๐˜€๐—ฐ๐—น๐—ผ๐˜€๐˜‚๐—ฟ๐—ฒ ๐—ณ๐—ฟ๐—ฎ๐—บ๐—ฒ๐˜„๐—ผ๐—ฟ๐—ธ ๐—ณ๐—ผ๐—ฟ ๐—ฐ๐—ผ๐—บ๐—ฝ๐—ฎ๐—ป๐—ถ๐—ฒ๐˜€ ๐—ถ๐˜€ ๐—ป๐—ผ๐˜„ ๐—ผ๐—ฝ๐—ฒ๐—ฟ๐—ฎ๐˜๐—ถ๐—ผ๐—ป๐—ฎ๐—น, marking a significant development in the countryโ€™s corporate transparency and compliance landscape.

๐—ฆ๐—ฟ๐—ถ๐—Ÿ๐—ฎ๐—ป๐—ธ๐—ฎ's ๐—บ๐—ฎ๐—ป๐—ฑ๐—ฎ๐˜๐—ผ๐—ฟ๐˜† '๐—จ๐—น๐˜๐—ถ๐—บ๐—ฎ๐˜๐—ฒ ๐—•๐—ฒ๐—ป๐—ฒ๐—ณ๐—ถ๐—ฐ๐—ถ๐—ฎ๐—น ๐—ข๐˜„๐—ป๐—ฒ๐—ฟ๐˜€๐—ต๐—ถ๐—ฝ' (๐—จ๐—•๐—ข) ๐—ฑ๐—ถ๐˜€๐—ฐ๐—น๐—ผ๐˜€๐˜‚๐—ฟ๐—ฒ ๐—ณ๐—ฟ๐—ฎ๐—บ๐—ฒ๐˜„๐—ผ๐—ฟ๐—ธ ๐—ณ๐—ผ๐—ฟ ๐—ฐ๐—ผ๐—บ๐—ฝ๐—ฎ๐—ป๐—ถ๐—ฒ๐˜€ ๐—ถ๐˜€ ๐—ป๐—ผ๐˜„ ๐—ผ๐—ฝ๐—ฒ๐—ฟ๐—ฎ๐˜๐—ถ๐—ผ๐—ป๐—ฎ๐—น, marking a significant development in the countryโ€™s corporate transparency and compliance landscape. Our latest briefing note, prepared by Minidi Gamalath (Partner/Head Company Secretary) and Anuji Jayatillake (Senior Associate) of SPA Corporate Services (Pvt) Ltd, provides a practical and detailed guide to the new UBO disclosure requirements, key filing deadlines, and immediate compliance steps for companies operating in SL. For further information, please contact Minidi, Anuji, your usual contact at SudathPereraAssociates, or SPA Corporate Services (Pvt) Ltd.

We are pleased to partner with the Delegation of German Industry and Commerce in Sri Lanka (AHK Sri Lanka) as a Premier Silver Partner.

19 March 2026

We are pleased to partner with the Delegation of German Industry and Commerce in Sri Lanka (AHK Sri Lanka) as a Premier Silver Partner.

We are pleased to partner with the Delegation of German Industry and Commerce in Sri Lanka (AHK Sri Lanka) as a Premier Silver Partner. This partnership reflects our continued focus on supporting cross-border trade and investment, and strengthening commercial linkages between Germany and SriLanka. We look forward to working closely with AHK and its members to facilitate meaningful investment flows and strategic opportunities in the Sri Lankan market.

Expert panel diagnoses why SL misses FDI

05 March 2026

Expert panel diagnoses why SL misses FDI

Expert panel diagnoses why SL misses FDI Thursday, 5 March 2026 05:35 - - 146 Aditya Birla Groupโ€™s $ 50 b investment portfolio manager Sarath Sathkumara says recent analysis shows only five of top 25 companies consistently made returns above cost of capital Says private sector needs to be more attractive because tax incentives not a differentiator for FDI Deloitte Sri Lanka and Maldives Head of Financial Advisory Ruvini Fernando says Sri Lanka needs entire ecosystem, not just tax incentives, for FDI Ceylon Chamber of Commerce Chief Economic Policy Adviser Shiran Fernando flags lack of instructional, professional capacity to negotiate FTAs QZ&WD (Jiangxi) Partner Mengni Romanee Luo says Chinaโ€™s evolving investment strategy could create opportunities for Sri Lanka, Chinese companies have high regard for Sri Lanka Amundsen Davis (USA) Partner Ngosong Fonkem says smaller economies with stable legal systems and competitive labour markets can create opportunities to become intermediate production hubs Event by Sudath Perera Associates brings together legal, economic and finance experts from India, China and US to discuss global trade risks and opportunities Sri Lankaโ€™s weak foreign direct investment (FDI) performance reflects not only policy shortcomings but also the failure of parts of the private sector to generate competitive returns, according to Aditya Birla Sun Life AMC Ltd., Chief Investment Officer โ€“ International Sarath Sathkumara, who oversees a $ 50 billion investment portfolio. Speaking at a symposium titled โ€œTrade in turbulent times: Geopolitical challenges and opportunities from Sri Lankaโ€™s perspective,โ€ organised in Colombo on Tuesday by law firm Sudath Perera Associates, Sathkumara said Sri Lankaโ€™s corporate sector must accept part of the responsibility for the countryโ€™s limited success in attracting sustained international investment. โ€œAfter reviewing the top 25 companies, we found that only about five Sri Lankan firms were consistently generating returns above their cost of capital,โ€ he said. โ€œIn fact, only those few companies were truly attractive from an investment standpoint. Many other companies have not delivered meaningful returns to shareholders for nearly two decades.โ€ Unless businesses generate returns above their cost of capital, international investors will deploy funds elsewhere, he said. โ€œOne thing I often hear when people discuss Sri Lankaโ€™s economic future is the need for tax breaks. But tax incentives are not a differentiator. Every country offers them. They do not make an economy competitive,โ€ he said. โ€œWhat really matters is responsibility, discipline, and performance. In that respect, Sri Lankaโ€™s private sector must also accept part of the responsibility for where the country is today.โ€ Despite economic stabilisation efforts following the 2022 sovereign default, Sri Lanka continues to attract modest levels of foreign investment. Annual inflows remain just over $ 1 billion, roughly 1% of GDP. This is significantly below the 3% to 4% of GDP commonly seen in competing emerging economies. The combination of post-default credit ratings, structural policy weaknesses, and weak corporate returns has prevented Sri Lanka from converting its strategic location and skilled workforce into sustained capital inflows. Drawing comparisons with Indiaโ€™s 1991 balance-of-payments crisis, Sathkumara said structural reforms can eventually transform an economy but require sustained discipline from both policymakers and businesses. He noted that smaller economies now face greater competition for investment because large markets such as India benefit from scale advantages in labour, energy, and technology. Sri Lanka should therefore focus on sectors where it has clear comparative advantages. Tourism represents one such opportunity, particularly given the scale of Indiaโ€™s outbound travel market. โ€œIndia has a population of 1.4 billion people. If even a small percentage travels abroad, the potential market is enormous. Sri Lanka should actively attract visitors from Indiaโ€™s major cities,โ€ Sathkumara said. Manufacturing partnerships linked to Indiaโ€™s industrial hubs, particularly around Chennai, could also allow Sri Lankan companies to integrate into regional supply chains. Technology services represent another area of potential growth given Sri Lankaโ€™s skilled workforce and proximity to Indiaโ€™s expanding IT sector. However, Sathkumara said stronger connectivity will be essential if Sri Lanka is to capture these opportunities. โ€œOne major weakness is the airline sector. What the country needs is a strong and financially healthy airline capable of connecting Sri Lanka with multiple cities across India,โ€ he said. Deloitte Sri Lanka and Maldives Head of Financial Advisory Ruvini Fernando said Sri Lankaโ€™s modest FDI performance also reflects deeper structural constraints. FDI inflows reached just over $ 1 billion in 2025. While that represents an improvement compared with earlier years, it remains modest relative to competing economies. โ€œIn many emerging markets, FDI amounts to around 3% to 4% of GDP. In Sri Lanka, the figure remains closer to 1%,โ€ she said. For a small economy, she noted, investment aimed primarily at serving the domestic market is unlikely to generate sustained growth. โ€œInvestors must come to Sri Lanka not simply to sell into the local market but to produce and export.โ€ While Sri Lanka has introduced incentives across sectors such as agriculture, manufacturing, and services, Fernando said incentives alone rarely determine investment decisions. โ€œTax incentives by themselves are not enough. A whole ecosystem must function effectively.โ€ Among the factors most frequently cited by investors are the availability of skilled labour, access to industrial land, efficient logistics, and streamlined trade procedures. Export-oriented industries also depend heavily on imported inputs, making trade policy and free trade agreements (FTAs) central to investment decisions. โ€œFTAs allow firms not only to sell to export markets but also to import raw materials and intermediate goods at competitive costs,โ€ Fernando said. The Ceylon Chamber of Commerce Chief Economic Policy Adviser Shiran Fernando said Sri Lanka must also strengthen its trade policy framework if it is to respond effectively to a changing global environment. After emerging from the economic crisis, the country has faced additional external shocks, including tariff changes and geopolitical tensions affecting global trade. โ€œThese shocks highlight how exposed smaller economies are to global disruptions,โ€ he said. Sri Lankaโ€™s export base remains concentrated in a limited number of markets, leaving exporters vulnerable when policy changes occur in major economies. Diversifying export markets and strengthening trade partnerships will therefore be critical. Although Sri Lanka entered trade agreements earlier than some Southeast Asian economies, countries such as Thailand and Vietnam expanded their networks significantly over the past two decades while Sri Lankaโ€™s progress slowed. Fernando also emphasised the need to build stronger institutional capacity to negotiate and manage trade agreements. โ€œSuccessful trade negotiations are conducted by specialised teams supported by technical expertise and research,โ€ he said. โ€œIn Sri Lanka, trade agreements have often been handled in a less structured way.โ€ Global trade tensions are also reshaping supply chains, creating potential opportunities for smaller economies. Amundsen Davis LLC Partner Ngosong Fonkem said tariffs and geopolitical disputes between major economies have forced multinational firms to restructure production networks. Companies are increasingly relocating parts of their manufacturing operations to alternative countries in order to reduce exposure to trade restrictions. โ€œFor smaller economies with stable legal systems and competitive labour markets, these shifts can create opportunities to become intermediate production hubs,โ€ he said. QZ&WD (Jiangxi) Law Firm Partner Mengni Romanee Luo said Chinaโ€™s evolving investment strategy could also create opportunities for Sri Lanka. Chinaโ€™s outbound investment reached approximately $ 174 billion in 2025, reflecting continued engagement with global markets despite geopolitical uncertainty. China is diversifying trade partnerships, expanding regional agreements, and further opening its manufacturing sector to foreign investment. Although Sri Lanka is not part of the Regional Comprehensive Economic Partnership, Luo said regional supply chains linked to Chinese companies could still generate opportunities through partnerships with Sri Lankan firms. โ€œCompanies Iโ€™ve spoken to in China say they would love to do business with Sri Lanka,โ€ she said, stressing the countryโ€™s reputation for professionalism and trustworthiness was favourable with corporate China. Sri Lankaโ€™s strategic location along major maritime trade routes also positions the country as a potential hub for logistics, manufacturing, and services connected to regional trade flows. Opening the event, Sudath Perera Associates Founding Partner Sudath Perera said the discussion was taking place at a time when the global economy is undergoing rapid change. โ€œWe are meeting at a time of considerable turbulence in the global economy,โ€ he said. โ€œThe international landscape is shifting quickly, rules are evolving and risks are increasingly interconnected. Decisions taken in Colombo today are influenced more than ever by developments across global markets.โ€ However, he said such periods of uncertainty can also create opportunities. โ€œThis evening is not only about uncertainty. It is also about perspective and possibility,โ€ Perera said. Countries and businesses that are credible, adaptable, and forward-looking can benefit from global shifts in trade and investment patterns, he added. For Sri Lanka to do so, he said, the country must present itself as a reliable and competitive destination for international business through consistent policies, strong institutions, and deeper engagement with global markets. - Pix by Sameera Wijesinghe

Inter-Pacific Bar Association (IPBA) Annual Conference 2026 in NewDelhi, from 25th-28th February

16 February 2026

Inter-Pacific Bar Association (IPBA) Annual Conference 2026 in NewDelhi, from 25th-28th February

Sudath Perera (Founder-Managing Partner) and Dushyantha Perera (Partner/Head of Corporate & Commercial Law) will be attending the Inter-Pacific Bar Association (IPBA) Annual Conference 2026 in NewDelhi, from 25th-28th February. Please reach out to them directly, or via ccldepartment@sudathpereraassociates.com, for meeting requests.

๐—–๐˜†๐—ฐ๐—น๐—ผ๐—ป๐—ฒ ๐——๐—ถ๐˜๐˜„๐—ฎ๐—ต โ€“ ๐—ฆ๐—ฟ๐—ถ ๐—Ÿ๐—ฎ๐—ป๐—ธ๐—ฎ ๐—ก๐—ฒ๐—ฒ๐—ฑ๐˜€ ๐—ฆ๐˜‚๐—ฝ๐—ฝ๐—ผ๐—ฟ๐˜

03 December 2025

๐—–๐˜†๐—ฐ๐—น๐—ผ๐—ป๐—ฒ ๐——๐—ถ๐˜๐˜„๐—ฎ๐—ต โ€“ ๐—ฆ๐—ฟ๐—ถ ๐—Ÿ๐—ฎ๐—ป๐—ธ๐—ฎ ๐—ก๐—ฒ๐—ฒ๐—ฑ๐˜€ ๐—ฆ๐˜‚๐—ฝ๐—ฝ๐—ผ๐—ฟ๐˜

Sri Lanka is facing one of the most destructive climate-driven disasters in recent history. Cyclone Ditwah has brought severe floods, landslides and widespread infrastructure damage across the island. Thousands of homes are underwater, key transport routes remain blocked, and entire communities have been displaced. The human cost is heartbreaking - ๐—ต๐˜‚๐—ป๐—ฑ๐—ฟ๐—ฒ๐—ฑ๐˜€ ๐—ผ๐—ณ ๐—น๐—ถ๐˜ƒ๐—ฒ๐˜€ ๐—น๐—ผ๐˜€๐˜ ๐—ฎ๐—ป๐—ฑ ๐—ผ๐˜ƒ๐—ฒ๐—ฟ ๐—ฎ ๐—บ๐—ถ๐—น๐—น๐—ถ๐—ผ๐—ป ๐—ฝ๐—ฒ๐—ผ๐—ฝ๐—น๐—ฒ ๐—ฑ๐—ถ๐˜€๐—ฝ๐—น๐—ฎ๐—ฐ๐—ฒ๐—ฑ, ๐—ณ๐—ฎ๐—บ๐—ถ๐—น๐—ถ๐—ฒ๐˜€ ๐˜€๐—ฒ๐—ฝ๐—ฎ๐—ฟ๐—ฎ๐˜๐—ฒ๐—ฑ, ๐—ต๐—ผ๐˜‚๐˜€๐—ฒ๐˜€ ๐—ฎ๐—ป๐—ฑ ๐—น๐—ถ๐˜ƒ๐—ฒ๐—น๐—ถ๐—ต๐—ผ๐—ผ๐—ฑ๐˜€ ๐—ฑ๐—ฒ๐˜€๐˜๐—ฟ๐—ผ๐˜†๐—ฒ๐—ฑ ๐—ฎ๐—ป๐—ฑ ๐—ฒ๐˜€๐˜€๐—ฒ๐—ป๐˜๐—ถ๐—ฎ๐—น ๐˜€๐—ฒ๐—ฟ๐˜ƒ๐—ถ๐—ฐ๐—ฒ๐˜€ ๐—ถ๐—ป๐˜๐—ฒ๐—ฟ๐—ฟ๐˜‚๐—ฝ๐˜๐—ฒ๐—ฑ. In many districts across the country, the priority now is ensuring safety, shelter, food, medicine, and clean water for affected families. Rebuilding homes, schools, small businesses and public infrastructure will take sustained assistance over the coming weeks and months. At Sudath Perera Associates, we stand with our affected communities - committed to supporting relief, recovery, and resilience. We encourage our colleagues, clients, international partners and well-wishers to also consider supporting Sri Lankaโ€™s recovery efforts through verified relief channels. โ€ข Official donation accounts of the ๐—ฆ๐—ฟ๐—ถ ๐—Ÿ๐—ฎ๐—ป๐—ธ๐—ฎ๐—ป ๐—š๐—ผ๐˜ƒ๐—ฒ๐—ฟ๐—ป๐—บ๐—ฒ๐—ป๐˜: www.donate.gov.lk โ€ข ๐—š๐—ถ๐˜ƒ๐—ฒ.๐—”๐˜€๐—ถ๐—ฎ (supporting the relief efforts of the Sri Lanka Red Cross Society): https://lnkd.in/gjwEv9iG Please also email info@sudathpereraassociates.com for guidance on donation dry rations and other materials directly. ๐—˜๐˜ƒ๐—ฒ๐—ฟ๐˜† ๐—ฐ๐—ผ๐—ป๐˜๐—ฟ๐—ถ๐—ฏ๐˜‚๐˜๐—ถ๐—ผ๐—ป, ๐˜„๐—ต๐—ฒ๐˜๐—ต๐—ฒ๐—ฟ ๐—น๐—ฎ๐—ฟ๐—ด๐—ฒ ๐—ผ๐—ฟ ๐˜€๐—บ๐—ฎ๐—น๐—น, ๐˜„๐—ถ๐—น๐—น ๐—ต๐—ฒ๐—น๐—ฝ ๐—ฟ๐—ฒ๐˜€๐˜๐—ผ๐—ฟ๐—ฒ ๐—ต๐—ผ๐—บ๐—ฒ๐˜€, ๐—ฝ๐—ฟ๐—ผ๐˜ƒ๐—ถ๐—ฑ๐—ฒ ๐—ฒ๐—บ๐—ฒ๐—ฟ๐—ด๐—ฒ๐—ป๐—ฐ๐˜† ๐—ฒ๐˜€๐˜€๐—ฒ๐—ป๐˜๐—ถ๐—ฎ๐—น๐˜€, ๐—ฟ๐—ฒ๐—ฏ๐˜‚๐—ถ๐—น๐—ฑ ๐—น๐—ถ๐˜ƒ๐—ฒ๐—น๐—ถ๐—ต๐—ผ๐—ผ๐—ฑ๐˜€, ๐—ฎ๐—ป๐—ฑ ๐˜€๐˜‚๐—ฝ๐—ฝ๐—ผ๐—ฟ๐˜ ๐—น๐—ผ๐—ป๐—ด-๐˜๐—ฒ๐—ฟ๐—บ ๐—ฟ๐—ฒ๐—ต๐—ฎ๐—ฏ๐—ถ๐—น๐—ถ๐˜๐—ฎ๐˜๐—ถ๐—ผ๐—ป. We urge all who can, especially our international colleagues and networks, to join hands with Sri Lanka at this critical time.

PUMA strikes back at counterfeit trade in Sri Lanka

07 November 2025

PUMA strikes back at counterfeit trade in Sri Lanka

Continuing its global initiative to safeguard and enforce its trademark rights, PUMA SE (PUMA Group) has instituted legal proceedings before the Commercial High Court of Colombo under the provisions of Sri Lankaโ€™s Intellectual Property Act No. 36 of 2003. The proceedings were instituted against a group of alleged connected counterfeiters engaged in the footwear industry under several business names, whose products were found to feature marks deceptively similar to the registered PUMA trademarks exclusively owned by PUMA SE. Following the submissions advanced on behalf of the Plaintiff, the Court issued an Enjoining Order restraining the Defendant from manufacturing, offering for sale, distributing, promoting, or otherwise engaging in any dealings involving products carrying marks identical or confusingly similar to PUMAโ€™s registered trademarks. PUMA SE was represented by firm's Lead Counsel Manoj Bandara, Nathaya Nanayakkara (Partner/Head of Brand Protection) and Gimhani Hettiarachchi (Associate).

COMPANIES (AMENDMENT) ACT, NO. 12 OF 2025

25 September 2025

COMPANIES (AMENDMENT) ACT, NO. 12 OF 2025

With the Companies (Amendment) Act, No. 12 of 2025, SriLanka has introduced significant reforms to its company law framework, targeting beneficialownership transparency and governance standards. Read our latest e-alert, prepared by Dulmini Gamage (Associate - Corporate & Commercial Law) and Minidi Gamalath (Partner - Head of Company Secretarial and Business Assistance), for further information.

29 July 2025

Sudath Perera Associates acted as lead legal counsel to the Surge Global and Calcey groups of companies in their ownership consolidation & operational merger to form ‘Short Circuit Pte. Ltd.’, a Singapore held tech services group with an enterprise value of US$40Mn and over 500 professionals in 5 countries.

The firm also advised the group on the US$4,500,000 secured lending facility from Hatton National Bank PLC and US$1,500,000 equity financing from a group of strategic investors led by Sir Mahesh Patel of Papua New Guinea's CPL Group and Le Shi of Auros Global.

26 July 2025

Under Armour Inc., successfully obtained an interim injunction from the Commercial High Court of Colombo against ‘House of Fashions’ for selling counterfeit Under Armour garments.

When the case was first filed, the Court initially issued an enjoining order against House of Fashions, and further issued an 'Anton Piller' order to search and seize samples of all counterfeit Under Armour garments found at the premises.

18 June 2025

PUMA takes action against counterfeiters in Sri Lanka

PUMA SE, a global pioneer in the sportswear industry, has successfully obtained an Enjoining Order from the Commercial High Court of Colombo against a suspected distributor of counterfeit goods.