Show all practice notes
1–20 of 98 practice notes
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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Removal, resignation and Registrar appointment of auditor
Auditor changes require a controlled handover; a month-long unfilled vacancy can permit appointment by the Registrar.
Explanation and core rules
Removal and resignation follow section 193. The Registrar may appoint where the company failed to appoint/reappoint at the AGM. The Registrar may also act where a vacancy remains unfilled for one month. The Private Companies Regulation imposes consequences for auditor-caused failure to complete within the agreed period.
Step-by-step procedure
- Identify the valid removal/resignation mechanism and effective date.
- Secure professional clearance and handover.
- Appoint a qualified replacement without leaving the vacancy open for one month.
- Update engagement, annual timetable and any required notices.
- Document any delay responsibility.
Documents and evidence
- Removal/resignation notice
- Board/member resolutions
- Professional clearance
- New engagement letter
- Handover record
Points requiring care
Particular care is needed to avoid allowing a dispute with the outgoing auditor to make the annual filing deadline impossible, as well as assuming a resignation relieves the company from appointing a replacement.
Related Act provisions
Section 193 — Removal and Resignation of Auditor
Overview of the provision
This provision treats cancellation of the auditor's licence as ending the appointment. A conflict of interest may lead to removal by the company following a board decision submitted to a general meeting. If the auditor's failure to perform the role means the audit is not completed within the required time, the regulatory action prescribed against the auditor applies. An auditor may also resign through the prescribed regulatory procedure. The section therefore covers different ways the role ends and a separate consequence of failing to complete the audit properly.
Provision references
(a) Where the auditing licence of the auditor of a company is cancelled, the auditor shall be deemed to have vacated office.
(b) Where a conflict of interest arises, an auditor may be removed by the company following a decision of the Board of Directors and submission of that decision to a general meeting.
(c) Where, as a result of the failure of the auditor to fulfil the auditor’s responsibilities, the audit of the accounts of the company is not completed within the required period, such action as may be prescribed by regulations made under this Act shall be taken against the auditor.
(d) A person appointed as auditor of a company may resign from office in accordance with the procedure prescribed by regulations made under this Act.
Section 194 — Appointment of an Auditor by the Registrar
Overview of the provision
This provision allows the Registrar to appoint an auditor if the company fails to appoint or reappoint one at its AGM. The power also arises if the office becomes vacant for any reason and no replacement is appointed within one month. It provides a route to fill an audit vacancy where the company's own appointment process has not done so.
Provision references
The Registrar may appoint an auditor where— (a) the company has failed to appoint an auditor or to reappoint an auditor at its Annual General Meeting; or
The Registrar may appoint an auditor where— (b) the office of auditor becomes vacant for any reason and no other person is appointed to that office within one month after the vacancy arises.
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.