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1. How to use this manual
Begin with a practical question, move to the mapped provisions, and finish by checking the current official filing route.
Subject: Orientation and legal framework
Act references: Practice orientation
Key point: Practice notes explain a workflow; the expandable statutory blocks show the relevant provisions in English.
2. Sources and hierarchy of authority
A reliable opinion distinguishes enacted law, regulations, administrative procedure and the English translation.
Subject: Orientation and legal framework
Act references: s. 1; s. 247; s. 248; s. 249; s. 250; s. 251
Key point: The official Dhivehi Gazette text of Law No. 7/2023 is the primary enacted source.
3. Scope and objectives of the Act
The Act supplies the lifecycle framework for formation, registration, operation and dissolution while aiming at simpler rules and transparent registers.
Subject: Orientation and legal framework
Key point: The Act governs formation, registration, operation and dissolution of companies in the Maldives.
4. Registration and separate legal personality
Registration creates a separate legal entity with perpetual succession, ownership of its assets and capacity to sue and be sued.
Subject: Orientation and legal framework
Act references: s. 23; s. 24; s. 25
Key point: The certificate records the company's name, number, type and registration date.
5. Transitional position and current-law check
The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.
Subject: Orientation and legal framework
Act references: s. 241; s. 242; s. 243; s. 244; s. 245; s. 246
Key point: Companies registered under the former law continued under the new Act.
6. Company types and classification map
The Act recognises four company types, while foreign investment operates as an additional classification cutting across private and public companies.
Subject: Choosing the company vehicle
Act references: s. 3; s. 4; s. 5; s. 6; s. 7; s. 8
Key point: The four company types are private, public, government and local authority companies.
7. Private company
A private company may have one to 50 members, one or more directors and no public offer of its shares.
Subject: Choosing the company vehicle
Act references: s. 4; s. 9; s. 10; s. 11
Key point: The share capital consists of one or more shares.
8. Public company
Public-company status is tied to authority or an intention to seek authority to offer securities to the public and carries additional governance requirements.
Subject: Choosing the company vehicle
Act references: s. 5; s. 12; s. 13; s. 14
Key point: The constitution must expressly state that the company is public.
9. Government company
A government company is wholly Government-owned and formed by Presidential decree or statute, with the Companies Act operating alongside its constituting instrument.
Subject: Choosing the company vehicle
Act references: s. 6; s. 15; s. 16; s. 17; s. 18
Key point: All shares forming the capital are registered in the name of the Government.
10. Local authority company
A local authority company is formed by one or more councils for economic activities within council jurisdiction and basic-needs responsibilities.
Subject: Choosing the company vehicle
Key point: Ownership and purpose derive from the council framework in section 7.
11. Foreign investment company
Any direct or specified indirect foreign participation can bring a private or public company within the foreign-investment classification.
Subject: Choosing the company vehicle
Act references: s. 8
Key point: The classification captures a company with any share registered to a foreign individual or entity.
12. Foreign company re-registration
A foreign legal entity may operate through re-registration, but must obtain the relevant authorisation, appoint a qualified Maldives-resident agent and maintain change reporting.
Subject: Choosing the company vehicle
Act references: s. 33; s. 34; s. 35; s. 36; s. 37
Key point: A foreign company must not conduct activity in Maldives without the required registration.
13. Pre-incorporation decision map
Good formation work begins before the application: activity, ownership, control, capital, constitutional protections and regulatory dependencies must be settled first.
Subject: Formation and registration
Key point: Registration requires a reserved name, company type, address, capital/share information, constitution and director particulars.
14. Company name selection and reservation
A company name must be available, accurate, non-misleading and compliant with the Act, Regulation and business-name rules.
Subject: Formation and registration
Act references: s. 66; s. 67; s. 68; s. 69; s. 70; s. 71; s. 72; s. 73; s. 74
Key point: The name must reflect the true nature of the company and must not be misleading or prohibited.
15. Registering a private company
A private-company filing should be the final expression of an agreed ownership and governance structure, not the starting point for those decisions.
Subject: Formation and registration
Act references: s. 20; s. 21; s. 23; s. 24; s. 25
Key point: The application identifies the reserved name, type, registered address, capital and agreed initial share distribution.
16. Registering a public company
Public-company formation requires the Companies Act registration workstream and a separate securities-law workstream for any public offer.
Subject: Formation and registration
Act references: s. 12; s. 13; s. 14; s. 20; s. 21; s. 23; s. 24; s. 25; s. 171; s. 172; s. 173
Key point: The constitution expressly identifies public-company status.
17. Registering Government and local authority companies
Formation must reconcile the Companies Act application with the instrument and approvals that create or authorise the public body company.
Subject: Formation and registration
Act references: s. 15; s. 16; s. 20; s. 22; s. 23; s. 24; s. 25
Key point: A Government company may be established by decree or statute and registered under the Act.
18. Re-registering a foreign entity
Re-registration preserves the foreign entity while placing its Maldives operation, agent and information within the local register.
Subject: Formation and registration
Act references: s. 33; s. 34; s. 35; s. 36
Key point: Foreign investment authorisation precedes re-registration.
19. Foreign-company agent: role and exposure
The agent is more than a postal contact: the Act assigns responsibility to the Registrar and personal liability in respect of enforcement against the foreign company.
Subject: Formation and registration
Key point: The agent must be an individual aged at least 18, ordinarily resident in Maldives and free of the specified disqualifications.
20. Certificate and day-one corporate housekeeping
The first post-registration work should convert a certificate into a functioning, evidenced corporate organisation.
Subject: Formation and registration
Act references: s. 23; s. 24; s. 25
Key point: The certificate is evidence of incorporation and its registration date.
Annual compliance cycle
Annual compliance is a connected production line: books, statements, audit where applicable, board approvals, meeting pack, AGM and post-AGM filings.
Explanation and core rules
Board meetings occur at least four times each year. The statutory financial year and annual statements feed the AGM materials. The Directors' Report includes the annual declaration and any solvency test. AGM rules differ for single-member, private and public companies. Sections 186 and 187 generally require the Directors' Report and annual accounts within 15 days after the AGM, subject to a Registrar-determined alternative. For private companies, apply the document-specific filing provisions below. Under Private Companies Regulation sections 124(b) and 125(b), accounts and audit reports already submitted to MIRA need not be duplicated with the Registrar. Section 125(c) separately requires non-audit companies to submit an income-and-expenditure statement meeting the Registrar's standard. These rules do not remove the Directors' Report or annual declaration.
Step-by-step procedure
- Maintain quarterly board and compliance reviews.
- Close accounts and determine audit applicability using the current criteria in the audit-threshold note.
- Prepare statements, audit and Directors' Report/annual declaration.
- Give the correct AGM notice and documents.
- Hold or record the AGM and prepare minutes within 14 days. File the Directors' Report and each required financial document by its applicable deadline; claim a duplicate-submission exception only after recording the qualifying MIRA submission.
Documents and evidence
- Annual compliance calendar
- Financial statements
- Audit report where applicable
- Directors' Report/declaration
- AGM notice and resolutions
- Minutes
- Registrar submissions
- Document-by-document filing matrix and MIRA submission evidence
Points requiring care
Particular care is needed to avoid setting the AGM before the required documents can lawfully accompany notice, as well as assuming every document must be filed twice, or that filing accounts with MIRA removes all Registrar obligations.
Related Act provisions
Section 91 — Annual General Meeting
Overview of the provision
This provision requires every company other than a single-member company to hold an Annual General Meeting once each year. It establishes the annual-meeting obligation while expressly setting single-member companies outside that general requirement.
Provision references
Every company, other than a single-member company, shall hold an Annual General Meeting once in every year.
Section 92 — General Meetings of Single-Member Companies
Overview of the provision
This provision gives a single-member company a written-decision route for AGM business. When the sole member makes the relevant decision and communicates it to the company in writing under their signature, it satisfies the requirement for a general meeting and the business that an AGM must transact. For that purpose, the company is exempt from sections 94, 96, 106, 107 and 108. The written, signed communication is the mechanism that replaces the usual meeting process.
Provision references
(a) In the case of a single-member company, where the sole member makes a decision in relation to the Annual General Meeting and communicates that decision to the company in writing under the member’s signature, that decision shall be treated as satisfying the requirement to hold a general meeting and to transact the business required to be transacted at an Annual General Meeting.
(b) For the purposes of subsection (a), a single-member company is exempt from the requirements of sections 94, 96, 106, 107 and 108 of this Act.
Section 93 — Business to be Transacted at the Annual General Meeting
Overview of the provision
This provision identifies the business an AGM must deal with, beginning with consideration and approval of the annual accounts, any applicable auditor's report and the annual report submitted by the directors. It must appoint or elect directors where required and, where an auditor is required, appoint the auditor and set the remuneration. It must also declare any dividends to be distributed for that year. The qualifications about appointments, audit and dividends matter: the provision describes the business to address without assuming every item produces an appointment or distribution each year.
Provision references
Every company shall transact the following business at its Annual General Meeting— (a) consider and approve the annual accounts, the auditor’s report, where applicable, and the annual report of the company submitted by the directors;
Every company shall transact the following business at its Annual General Meeting— (b) appoint or elect directors to the Board of Directors, where such appointment or election is required;
Every company shall transact the following business at its Annual General Meeting— (c) appoint the auditor, where required, and determine the auditor’s remuneration; and
Every company shall transact the following business at its Annual General Meeting— (d) declare any dividends to be distributed to members for that year.
Section 94 — Notice of Annual General Meeting for Private Companies
Overview of the provision
This provision requires a private company to give its members at least 14 days' notice of its AGM. The notice must explain the purpose and agenda and give the date, time and place. It must be accompanied by the annual report, annual accounts and any applicable auditor's report, sent to every member and presented at the meeting. Members must therefore receive both the meeting information and the relevant reporting material.
Provision references
A private company shall give its members at least 14 days’ notice of its Annual General Meeting. The notice shall— (a) state the purpose, date, time and place of the meeting and the agenda; and (b) be accompanied by the annual report, annual accounts and auditor’s report, where applicable, which shall be sent to every member and presented at the Annual General Meeting.
A private company shall give its members at least 14 days’ notice of its Annual General Meeting. The notice shall— (a) state the purpose, date, time and place of the meeting and the agenda; and
A private company shall give its members at least 14 days’ notice of its Annual General Meeting. The notice shall— (b) be accompanied by the annual report, annual accounts and auditor’s report, where applicable, which shall be sent to every member and presented at the Annual General Meeting.
Section 95 — Annual General Meeting of Public Companies
Overview of the provision
This provision sets the public company's first-AGM timetable by asking how much of the registration year remains. If at least three months remain, the first AGM must be held within that remaining period; otherwise it must be held within 15 months of incorporation. After the first AGM, the company must hold an AGM at least once in every financial year. The first meeting therefore follows a special timing rule before the continuing annual requirement applies.
Provision references
Where, at the time a public company is registered, 3 months or more remain in that year, the company shall hold its first Annual General Meeting within that remaining period. Otherwise, the company shall hold its first Annual General Meeting within 15 months after its incorporation. Following its first Annual General Meeting, the company shall hold an Annual General Meeting at least once in every financial year.
Section 96 — Notice of Annual General Meeting for Public Companies
Overview of the provision
This provision requires a public company to publish its AGM notice at least 14 days before the meeting. The publication must give the place, date and time and include the annual financial statements, directors' report and auditor's report. Those reporting documents must also be presented at the AGM. Publication in advance and presentation at the meeting are both required steps.
Provision references
A public company shall publish notice of its Annual General Meeting at least 14 days before the date of the meeting. The notice shall— (a) state the place, date and time of the meeting; and (b) be published together with the annual financial statements of the company, the directors’ report and the auditor’s report. The documents referred to in paragraph (b) shall also be presented at the Annual General Meeting.
A public company shall publish notice of its Annual General Meeting at least 14 days before the date of the meeting. The notice shall— (a) state the place, date and time of the meeting; and
A public company shall publish notice of its Annual General Meeting at least 14 days before the date of the meeting. The notice shall— (b) be published together with the annual financial statements of the company, the directors’ report and the auditor’s report. The documents referred to in paragraph (b) shall also be presented at the Annual General Meeting.
A public company shall publish notice of its Annual General Meeting at least 14 days before the date of the meeting. The notice shall— (a) state the place, date and time of the meeting; and (b) be published together with the annual financial statements of the company, the directors’ report and the auditor’s report. The documents referred to in paragraph (b) shall also be presented at the Annual General Meeting.
Section 97 — Extension of Time for Holding Annual General Meeting
Overview of the provision
This provision lets a public company that is not listed on a licensed stock exchange apply to the Registrar for up to three additional months to hold the AGM required by section 95. The application must be made before the existing period expires, and the Registrar has discretion whether to grant it. If granted, the meeting must be held within the extended period and any imposed conditions must be followed. Listed public companies instead follow the Securities Act and its regulations for their AGM requirements.
Provision references
(a) A public company that is not listed on a licensed stock exchange may apply to the Registrar for an extension, not exceeding 3 months, of the period specified in section 95 of this Act for holding its Annual General Meeting.
(b) The Registrar may grant an extension under subsection (a) where the application is made before the expiry of the period within which the Annual General Meeting is required to be held.
(c) Where an extension is granted, the unlisted public company shall hold its Annual General Meeting within the extended period.
(d) The Registrar may impose conditions when granting an extension under this section, and the company shall comply with those conditions.
(e) A listed public company shall comply with the Maldives Securities Act and regulations made under it in relation to the holding of its Annual General Meeting.
Section 136 — Board Meetings
Overview of the provision
This provision requires at least four board meetings in every year. It also requires a meeting to be convened when a director submits a proposal to the chair requesting individual notice to the other directors for a reasonable period or the period in the articles. The annual minimum therefore sits alongside a director's ability to initiate an additional meeting through that procedure.
Provision references
(a) Every company shall hold a meeting of its Board of Directors at least 4 times in every year.
(b) A meeting of the Board of Directors shall be convened at the request of a director where the director submits a proposal to the chairperson of the Board requesting that notice of the meeting be given individually to the other directors for a reasonable period or for the period specified in the Articles of Association.
Section 180 — Maintenance of Records
Overview of the provision
This provision requires secure company records, in paper or electronic form, at the registered address or office. Accounting records must be available whenever a director or member asks to inspect them. When the office moves, the accounts must be available at the new office. Accounting records must be retained for five years from preparation, or another period specified by another law. Secure storage, access, continuity on relocation and retention all form part of the requirement.
Provision references
Company records shall be securely maintained in paper or electronic form at the registered address or office of the company. The records shall be maintained so that— (a) accounting records are available for inspection whenever requested by a director or member of the company; (b) where the office address of the company changes, the accounting records are made available at the new office; and (c) each company retains its accounting records for a period of 5 years from the date on which they were prepared, or for such other period as may be specified by another law.
Company records shall be securely maintained in paper or electronic form at the registered address or office of the company. The records shall be maintained so that— (a) accounting records are available for inspection whenever requested by a director or member of the company;
Company records shall be securely maintained in paper or electronic form at the registered address or office of the company. The records shall be maintained so that— (b) where the office address of the company changes, the accounting records are made available at the new office; and
Company records shall be securely maintained in paper or electronic form at the registered address or office of the company. The records shall be maintained so that— (c) each company retains its accounting records for a period of 5 years from the date on which they were prepared, or for such other period as may be specified by another law.
Section 181 — Responsibility for Maintaining Financial Accounts
Overview of the provision
This provision requires sufficiently detailed financial accounts to explain transactions and financial position and permit preparation and audit of true-and-fair financial statements. The arrangements must allow the financial position to be determined reasonably accurately at any time and enable directors to prepare the required statements. The underlying records include daily money received and spent, the purposes of expenditure, and company assets and liabilities. The duty therefore concerns usable accounting records throughout the year, not only a year-end report.
Provision references
(a) Every company shall maintain financial accounts that record its transactions and financial position in sufficient detail to enable financial statements presenting a true and fair view of its affairs to be prepared and audited. Every company shall ensure that— (1) arrangements are in place to enable the financial position of the company to be determined with reasonable accuracy at any time; and (2) arrangements are in place to enable the directors to prepare financial statements in accordance with this Act.
(b) For the purposes of this section, financial accounts include records of— (1) all monies received and expended by the company on a daily basis and the purposes for which such expenditure is incurred; and (2) the assets and liabilities of the company.
Section 182 — Responsibility for Preparing Financial Accounts
Overview of the provision
This provision makes the board responsible for ensuring that annual accounts are prepared to the prescribed regulatory standards and made available to members. The normal reporting period is 1 January to 31 December. In the incorporation year, it starts on incorporation and ends on 31 December of that year. A first set of accounts therefore covers the initial part-year rather than automatically running for 12 months.
Provision references
(a) The Board of Directors of every company shall ensure that annual financial accounts of the company are prepared and that— (1) the annual financial accounts are made available to the members of the company; and (2) the annual financial accounts are prepared in accordance with the standards prescribed by regulations made under this Act.
(b) The period covered by the annual financial accounts shall be from 1 January to 31 December of each year. In the year in which the company is incorporated, the financial year shall commence on the date of incorporation and end on 31 December of that year.
Section 183 — Information to be Included in Financial Accounts
Overview of the provision
This provision identifies the financial statements to include: comprehensive income, financial position, changes in equity and cash flow. The accounts must also contain notes to the statements and transactions with associated companies. The required reporting therefore goes beyond a single profit figure or balance-sheet total.
Provision references
The financial accounts of a company shall include— (a) a statement of comprehensive income;
The financial accounts of a company shall include— (b) a statement of financial position;
The financial accounts of a company shall include— (c) a statement of changes in equity;
The financial accounts of a company shall include— (d) a cash flow statement;
The financial accounts of a company shall include— (e) notes to the financial statements; and
The financial accounts of a company shall include— (f) transactions conducted with associated companies.
Section 184 — Responsibility for Preparing Directors’ Report
Overview of the provision
This provision makes the board responsible for preparing a Directors' Report and making it available to every member. The report is therefore a board reporting obligation to the membership, separate from simply keeping internal management records.
Provision references
The Board of Directors of every company shall ensure that a Directors’ Report is prepared and made available to all members of the company.
Section 185 — Information to be Included in the Directors’ Report
Overview of the provision
This provision requires the Directors' Report to describe management and the previous year's main business activities and to state dividends distributed or proposed and amounts proposed for reserves. If dividends are proposed, it must include the board's solvency test to the prescribed regulatory standards, together with other information the Registrar requires for the report. If no business transactions or activities took place in the preceding year, the report must say so. It must also include the prescribed declaration verifying the accuracy of the company's information in the Registrar's records. The report therefore covers both the year's activity and confirmation of official company particulars.
Provision references
(a) The Directors’ Report of every company shall contain— (1) information relating to the management of the company;
(a) The Directors’ Report of every company shall contain— (2) the principal business activities carried on by the company during the preceding year;
(a) The Directors’ Report of every company shall contain— (3) the amount of dividends distributed or proposed;
(a) The Directors’ Report of every company shall contain— (4) the amount proposed to be transferred to reserves;
(a) The Directors’ Report of every company shall contain— (5) where dividends are proposed, a solvency test carried out by the Board of Directors in accordance with the standards prescribed by regulations made under this Act; and
(a) The Directors’ Report of every company shall contain— (6) any other information determined by the Registrar to be required for the Directors’ Report.
(b) Notwithstanding subsection (a), where the company has not carried on any business transaction or activity during the preceding year, the Directors’ Report shall state that fact.
(c) In addition to the matters specified in subsection (a), a declaration verifying the accuracy of the information relating to the company held in the records of the Registrar shall be prepared in accordance with the form prescribed by regulations made under this Act and included as part of the Directors’ Report.
Section 186 — Submission of Directors’ Report to the Registrar
Overview of the provision
This provision requires the Directors' Report for each financial year to be filed within 15 days after the AGM, or by another deadline determined by the Registrar. The Registrar may return a report for correction or resubmission if it does not meet the filing requirement or is incomplete, wrong or illegible, even after accepting it, and must allow the reasonable regulatory period to comply. Failure to file on time or comply with that direction is an offence by the company and its Managing Director under Chapter Fifteen. Acceptance therefore does not prevent a later correction requirement.
Provision references
(a) For each financial year, the company shall submit its Directors’ Report to the Registrar within 15 days after the date of the Annual General Meeting or by such other deadline as may be determined by the Registrar.
(b) Where a Directors’ Report is not submitted in accordance with subsection (a), or where the information contained in the report is incomplete, erroneous or illegible, the Registrar may, notwithstanding that the report has been accepted, return it and direct that it be rectified or resubmitted. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to comply with the direction.
(c) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to comply with a direction of the Registrar under subsection (b) within the period specified, an offence is committed by— (1) the company; and (2) the Managing Director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
Section 187 — Submission of Annual Financial Accounts to the Registrar
Overview of the provision
This provision requires annual financial accounts for each year to be filed within 15 days after the AGM, or by another deadline the Registrar determines. The Registrar may return them for correction or resubmission if the filing requirement is not met or the accounts are incomplete, false, erroneous or illegible, even if previously accepted. Failure to meet the filing deadline or a correction direction within its specified period is an offence by the company and Managing Director under Chapter Fifteen.
Provision references
(a) For each financial year, the annual financial accounts of the company shall be submitted to the Registrar within 15 days after the date of the Annual General Meeting or by such other deadline as may be determined by the Registrar.
(b) Where the annual financial accounts are not submitted in accordance with subsection (a), or where they are incomplete, contain false information or errors, or are illegible, the Registrar may, notwithstanding that they have been accepted, return them and direct that they be rectified or resubmitted.
(c) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to comply with a direction of the Registrar under subsection (b) within the period specified, an offence is committed by— (1) the company; and (2) the Managing Director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
Section 188 — Requirement for Auditor
Overview of the provision
This provision requires a company to appoint a licensed auditor where regulations made under the Act require it to do so. The section delegates the question of which companies need an auditor to those regulations; it does not itself state a turnover threshold or grant a general exemption. The retained regulation note directs the reader to that further analysis.
Provision references
A company required by regulations made under this Act to appoint a licensed auditor shall appoint an auditor to audit the company.
This page is a general research and practice aid. The translations used in this manual are unofficial. Verify the official Dhivehi legislation, amendments and current procedures before relying on any entry. Read our sources and verification guidance and contact a lawyer at Sulthan & Amhar for advice on your circumstances before relying on this material or taking action.