Foreign Direct Investment in Sri Lanka — BOI approvals, structures, exits.

Foreign direct investment into Sri Lanka runs through a small number of gateways, and the Board of Investment is the principal one. These notes set out the practical sequence: eligibility, approval, implementation, and exit.

BOI approval is project-based. A qualifying investment secures an agreement under Section 17 of the BOI Law, which can modify the application of specified statutes — most significantly on tax and exchange control — for the life of the project. The agreement is a contract; its drafting deserves the same attention as any other.

Structures are typically a Sri Lankan private limited company held by the foreign investor, with the shareholding registered through an inward investment account to preserve repatriation rights. Joint ventures with local partners add a shareholders' agreement layer, where governance and exit mechanics should be settled before capital moves.

On exit, share sales are generally open to foreign buyers, subject to the sectoral restrictions and to stamp duty and capital-gains considerations that should be modelled at entry, not at sale.

The firm advises on BOI applications and Section 17 agreements, investment structuring, and the regulation of cross-border equity.