A foreign client or law firm instructing in Sri Lanka has two separate instruments to get right. The appointment of a registered attorney under Chapter V of the Civil Procedure Code is what puts a lawyer on the record in a particular action. A power of attorney under the Powers of Attorney Ordinance is what lets a named person act in the client's name outside court. They are governed by different statutes, they are executed differently, and only one of them has to be registered.
Treating them as one instrument is the most common reason a cross-border instruction stalls in its first month.
The two-tier structure
Section 24 of the Civil Procedure Code provides that any appearance, application or act in or to any court required or authorised by law to be made or done by a party may be made or done by the party in person, by his recognized agent, or by an Attorney-at-Law duly appointed by the party or such agent. There is a proviso: any such appearance shall be made by the party in person if the court so directs.
The section closes with a sentence that describes how the profession actually works here. An Attorney-at-Law instructed by a registered attorney for this purpose represents the registered attorney in court. The registered attorney is the lawyer on the record; the Attorney-at-Law who argues the matter is instructed by that person. A foreign firm is, in substance, stepping into the position that a domestic instructing solicitor would occupy.
Appointing the registered attorney
Section 27(1) sets the form. The appointment of a registered attorney to make any appearance or application, or do any act, shall be in writing signed by the client and shall be filed in court. Every such appointment must contain an address at which service of process may be made on the registered attorney instead of on the party.
Section 27(2) then governs how long it lasts. Once filed it remains in force until one of five things happens: it is revoked with the leave of the court and after notice to the registered attorney, by a writing signed by the client and filed in court; the client dies; the registered attorney dies, is removed or suspended, or otherwise becomes incapable of acting; or all proceedings in the action are ended and the judgment satisfied so far as regards the client.
Note the first of those. Revocation is not a matter of writing to the lawyer. It requires the leave of the court.
Section 27(3) adds a point that saves time at a hearing: no counsel shall be required to present any document empowering him to act.
The address for service is where overseas clients get caught
Section 29 provides that any process served on the registered attorney of any party, or left at the office or ordinary residence of that registered attorney, relative to an action or appeal, is presumed to be duly communicated and made known to the party whom the registered attorney represents. Unless the court otherwise directs, it is as effectual for all purposes in relation to the action as if it had been served on the party in person. The exception is process requiring the personal appearance of the party.
Section 26(1) says the same of a recognized agent: process served on the recognized agent of a party is as effectual as if served on the party in person, unless the court otherwise directs.
For a client in London or Melbourne, the practical effect is that time runs from service in Colombo. A deadline can be missed while the papers are still in the post. The answer is not legal but administrative: agree at the outset how the registered attorney will pass on anything served, and how quickly.
Section 28 provides the one piece of protection. If the registered attorney dies, is removed or suspended, or otherwise becomes incapable of acting at any time before judgment, no further proceeding shall be taken in the action against the party for whom he appeared until thirty days after notice to appoint another registered attorney has been given to that party.
When the client is not resident in Sri Lanka
Section 25 lists who may act as a recognized agent, and paragraph (b) is the one that matters for a foreign client. It covers persons holding general powers of attorney from parties not resident within the local limits of the jurisdiction of the court within which the appearance or application is made, authorising them to make such appearances and applications and do such acts on behalf of those parties.
The section then states the filing requirement in terms worth quoting, because it is more generous than people assume: which power, or a copy thereof certified by an Attorney-at-Law or notary, shall in each case be filed in the court.
A certified copy suffices. The original does not have to leave the client's hands.
Paragraph (c) covers a different case: persons carrying on trade or business for and in the names of parties not resident within those limits, in matters connected with that trade or business only, and only where no other agent is expressly authorised. That is a narrow provision and it is not a substitute for a properly drawn power.
A power of attorney is a different instrument, and the Ordinance says so
Section 2 of the Powers of Attorney Ordinance, as substituted by Act No. 28 of 2022, defines a power of attorney as any written power or authority other than that given to an Attorney-at-Law for the purpose of appearing as an Attorney-at-Law on behalf of such person, given by one person to another, to represent him, to perform any work, do any act, or carry on any trade or business.
The carve-out is deliberate. The Chapter V appointment of a registered attorney is not a power of attorney within the Ordinance, and so the registration machinery below does not apply to it. Two instruments, two regimes.
Executing a power of attorney outside Sri Lanka
The same definition sets the execution requirements, and they differ by where the instrument is signed.
If it is executed in Sri Lanka, it must be executed before two witnesses and attested by a notary public.
If it is executed outside Sri Lanka, it must be executed before an Ambassador, or a High Commissioner, or a Diplomatic Officer or a Consular Officer within the meaning of the Consular Functions Act, No. 4 of 1981, or a person who is authorised to attest such power of attorney according to the law of that country.
That last limb is the practical route, and it is the one most foreign firms want: a notary public in London, Sydney or Toronto, acting under the law of the place where the client is, can attest the instrument. A trip to the Sri Lankan mission is not the only option.
One recent change is easy to miss. As Act No. 28 of 2022 first enacted it, the overseas limb required execution before two witnesses and an Ambassador. Section 2 of the Powers of Attorney (Amendment) Act, No. 3 of 2024 substituted the words "executed before an Ambassador" for the words "executed before two witnesses and an Ambassador". The two-witness requirement for a power executed abroad is therefore gone. It remains for a power executed in Sri Lanka.
Sri Lanka is not an apostille country
Sri Lanka is not a Contracting Party to the Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents. India, Pakistan and Bangladesh are; Sri Lanka is not.
This is worth stating plainly because several commercial legalisation services say the opposite, and a client who has paid for an apostille has bought something the Sri Lankan regime does not ask for. The statutory route is the one set out in section 2: attestation before a diplomatic or consular officer, or before a person authorised to attest under the law of the country of execution.
Registration, and the deadline that voids the instrument
Section 3(1)(a), as substituted in 2022, is unqualified: every power of attorney executed in Sri Lanka or any other country shall be registered with the Registrar General.
Section 3(1)(b) sets the time. The holder must submit the power for registration within one month if it was executed in Sri Lanka, and within three months if it was executed outside Sri Lanka, in each case from the date of execution. It must be submitted together with a copy certified by a notary public to be a true copy, and an affidavit in the form of Schedule I.
On registration the Registrar General endorses the registration number and date, with the volume and folio, on both the certified copy and the original, and returns the original.
Five years, and no irrevocable powers
Two provisions inserted in 2022 defeat expectations that cross-border transactions routinely carry.
Section 3C provides that a power of attorney other than one executed by a State institution shall be valid only for a period of five years from the date of execution, unless the period of validity is specified in the power itself, or until it is revoked or cancelled under section 4. A power granted for a long-running matter should therefore either state its own duration or be diarised for renewal.
Section 3D is shorter and blunter. A person other than a State institution shall not execute an irrevocable power of attorney.
That second provision matters to lenders and to anyone structuring security. An irrevocable power in favour of a lender, a common enough device elsewhere, is not available to a private party here.
Where the power touches land
Section 3A applies additional requirements where the power is granted to be used for a transaction falling within section 2 of the Prevention of Frauds Ordinance, which is the provision that requires deeds affecting immovable property to be notarially executed.
Where such a power is executed outside Sri Lanka, section 3A(3) requires that it:
- be duly executed before a person authorised under section 2 of the Act
- contain a description of the land or land parcel with metes and bounds, and the extent
- contain a description of the condominium parcel, and of the whole land where the parcel cannot otherwise be identified
- contain a reference to the volume and folio in which the land or parcel is registered, where there is prior registration
- be accompanied by a copy of the bio page of the grantor's passport signed by the grantor, and a copy of the bio page of the passport, National Identity Card or driving licence of the attorney certified by a notary public
A power drawn in general terms, without the metes and bounds and the volume and folio, will not do for a land transaction. This is the single most common defect in powers sent from abroad.
Section 3B then puts a duty on the notary who later attests the deed. That notary must examine the relevant volumes and folios in the Registrar General's department, be satisfied that the power of attorney has not been revoked or cancelled and state that fact in the attestation, and retain copies of the identity documents and of the power itself.
Revoking
Section 4(1), as amended by Act No. 3 of 2024, requires a grantor who wishes to revoke, or an attorney who does not wish to act, to notify the other party, and to execute a document declaring that intention. The formalities mirror execution: in Sri Lanka, before two witnesses and attested by a notary public; outside Sri Lanka, before an Ambassador, High Commissioner, Diplomatic Officer or Consular Officer within the meaning of the Consular Functions Act, or a person authorised to attest a power of attorney according to the law of that country.
The document must then be submitted to the Registrar General for registration in the relevant volume and folio, cross-referenced to the registration of the power itself.
Where revocation is needed immediately, section 4(2)(a) allows the grantor or his Attorney-at-Law to give the Registrar General notice in duplicate in the form of Schedule III, pending the executed document. That notice is valid for only three months.
A working sequence
- Decide which instrument you actually need. If the only object is to run litigation, the Chapter V appointment of a registered attorney may be all that is required, and it needs no registration.
- If an agent must deal with property, banks or authorities, draw a power of attorney and settle its wording before execution, including its duration under section 3C.
- Execute it before a diplomatic or consular officer, or before a person authorised to attest under the law of the country where the client is. Do not obtain an apostille on the assumption that it is required.
- If the power concerns land, include the metes and bounds, the extent, and the volume and folio, and assemble the identity documents section 3A(3) lists.
- Send it to Sri Lanka in time to be registered with the Registrar General within three months of execution.
- Diarise the five-year expiry, or state a period in the instrument.
None of this is difficult. It is simply specific, and the specifics are set out in two statutes that were both amended within the last four years.
