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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Financial records and financial year
Company accounting must permit an accurate view at any time and support annual financial statements for the statutory financial year.
Explanation and core rules
Records cover daily receipts/expenditure, purposes, assets and liabilities. The Board ensures annual accounts are prepared and made available to members. The Act states a 1 January to 31 December financial year, with the first period beginning on incorporation. Section 183 lists the statements and notes included. Private Companies Regulation section 124 addresses preparation and submission of accounts; section 124(b) excuses duplicate Registrar submission of accounts already submitted to MIRA. Section 125(c) requires an income-and-expenditure submission by non-audit companies. Neither provision should be treated as permission to abandon the Act's accounting records and member-access requirements.
Step-by-step procedure
- Set up a compliant chart of accounts at incorporation.
- Reconcile bank, receivables, liabilities, capital and related-party activity monthly.
- Close the statutory year, identify the section 183 statement set and assess the applicable regulatory preparation and submission requirements separately.
- Provide board/member access.
- Retain records for at least the applicable statutory period.
- Record which accounts were submitted to MIRA and which documents remain due to the Registrar.
Documents and evidence
- General ledger and daily records
- Bank reconciliations
- Asset/liability schedules
- Annual financial statements
- Related-company transaction schedule
- Retention log
Points requiring care
Particular care is needed to avoid equating an income statement submission with the full section 183 statement set without analysing the Regulation, as well as accounts that cannot reconcile issued capital and member records.
Related Act provisions
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 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.