# CBW Registration Roadmap — Western Province (v1.0)

**Goal:** turn "Ceylon Build Works" into a legally invoiceable, bank-account-holding,
local-authority-licenced contracting business — fast enough to run Week 3 of the 30-Day
Launch Checklist, cheap enough to protect working capital.

> **Fee disclaimers:** government fees change. Figures below are 2026 planning guides —
> confirm at each counter/portal before paying, and log the paid amount this file's §7 log.

---

## 1. Entity Decision Matrix

| Option | Best when | Speed | Cost (guide) | Limits |
|---|---|---|---|---|
| **A. Partnership (Business Name, WP)** | Now — 2-manager reality, lowest ceremony | 1–3 days | ~LKR 1,500–3,500 all-in (fee + copies + incidentals) | Partners personally liable; harder bank credit; no tenders |
| **B. Private Limited (eROC)** | From month ~6–9; before CIDA/any gov work | 5–10 working days | ~LKR 4,500–8,000 all-in (name, reg, stamps, copies) | Annual returns; cleaner liability & credit |
| C. Sole proprietorship | Never for CBW (two-manager model) | 1–2 days | ~LKR 1,000–2,000 | Single owner — wrong tool |

**Ship sequence (locked):** A now → B before first bank credit line or any government/semi-gov job.

---

## 2. Option A — Western Province Partnership, step by step

1. **Prepare the package (before the visit):**
   - Proposed business name: `CEYLON BUILD WORKS` (avoid punctuation; "Works" suffix is fine).
   - Both partners' **NIC originals + 2 copies each** (back-side copy too).
   - Business address: business-use proof — rental/lease agreement copy of the office/admin address, or landlord consent letter (Wellampitiya/Kolonnawa).
   - Two coloured passport photos each (some counters still ask).
   - Description of business (use verbatim): *"Building contractors — construction, renovations, waterproofing, electrical and plumbing installations, painting, demolition and related trades."*
2. **File:** Registrar of Companies (Colombo — Provincial Registrar for WP) counter OR **eROC online portal (eroc.gov.lk)** → Business Names → "Register a Business/Partnership Name". eROC saves at least one queue trip; the counter gives same-day papers more reliably.
3. **Pay:** reg. fee + provincial levy + certified-copy fees (plan LKR 1,500–3,500 buffer).
4. **Collect:** Business Name **BRN certificate** — take **5 certified copies** immediately (bank, UC licence, suppliers, future contracts).
5. **Same-week follow-ons:**
   - **IRD:** each partner checks/creates TIN at IRD e-Services; note partnership tax filing obligations (profits split to partners; keep simple cash-basis books from Day 1 — see README KPI box).
   - **Bank:** open "Business Name" current/savings account (Sampath/HNB/ComBank); both partners on signature; requires BRN + NICs + lease proof; keep initial float LKR 50,000.
   - **Kolonnawa UC trade licence** — see `02_Local_Authority_and_Police_Compliance.md`.
   - **Stamp & sign** the internal MoU `04_Partner_Roles_and_Split_Agreement.md` (notarise — stamp duty applies).

**Do-not list (week 1):** do not accept a client cheque in a partner's personal name; do not print letterheads before BRN issues; do not put signboards up before the UC licence receipt (UC can stop-work).

---

## 3. Option B — Private Limited Company (eROC), step by step

1. **Name reservation** at eroc.gov.lk (~LKR 300–500 guide) — reserve exactly **CEYLON BUILD WORKS (PVT) LTD** as fallback of A/B naming rules; eROC validates against the name-register.
2. **Prepare:** directors/shareholders = both managers; registered address (office lease); secretary (any adult — prov. note: secretary role needed; can appoint a partner); NIC copies for all persons.
3. **File online:** guided eROC forms — consents of directors/secretary, registered office notice, standard Articles (Table A acceptable at start; own Articles only with lawyer input).
4. **Pay:** registration fee + stamp on Articles (plan LKR 4,500–8,000 all-in).
5. **Collect:** Certificate of Incorporation + Company Reg. No. — 5 certified copies.
6. **Board minutes at birth:** open a bank account, appoint signatories (M1 primary), adopt the share split (50/50 editable — mirrors MoU).
7. **Conversions from Option A:** IRD re-pointing (new company TIN), UC licence re-issue to company name, re-print stationery, and *re-paper client contracts unsigned* to the company. Running jobs signed to the partnership finish under the partnership.

---

## 4. Tax & Statutory Cheat-Sheet (verify each in force at IRD)

| Item | 2026 planning note |
|---|---|
| Income tax | Partnership: partners taxed on shares. Pvt Ltd: company rate; consider chat with an accountant at incorporation |
| VAT | Registration required roughly above **LKR 120M** annual taxable turnover (confirm current threshold — CBW is years away) |
| EPF/ETF | Once payroll exists: employer EPF 12% + ETF 3%; employee EPF 8% (statutory bands; confirm current circulars) |
| Stamp duty | On MoU/agreements — nominal per-page/at-counter; verify at notary |
| Books | Day-1 habit: every receipt photo → Gmail `Suppliers` label + Drive `Finance/YYYY-MM/Receipts` |

## 5. Document Vault (Drive folder `Legal/`)
```
Legal/
├── BRN certificate (5 scans + original in firebox)
├── Partner NICs (copies x2)
├── Office lease + landlord consent
├── UC trade licence (current year)
├── Police station letters / recommendations
├── MoU signed + notarised copy
└── Bank: account-opening set, cheque book scan
```

## 6. Monday-Morning Readiness Test (run weekly until green)
- [ ] BRN certificate in hand? → else this is the only priority.
- [ ] UC licence displayed at office + site board?
- [ ] Police crew log current (file `02_Local_Authority...md` §4)?
- [ ] Bank account carrying all client money?
- [ ] MoU signed & stamped?

## 7. Registration Cost & Date Log (live)

| Date | Item | Paid LKR | Receipt ref |
|---|---|---|---|
| | BRN fee | | |
| | Certified copies | | |
| | UC trade licence | | |
| | Notary/MoU stamps | | |
| | (Pvt Ltd stage) name reservation | | |
| | (Pvt Ltd stage) incorporation + stamps | | |