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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Inactive company designation and cure
Section 208 requires the Registrar to determine and register inactive status when its specified conditions are met, and to remove that status following the required cure and submission.
Explanation and core rules
The Registrar shall determine and register inactivity where the company has lacked the required number of directors for three months. The same duty applies after one year of failure to submit the section 185(c) company-information declaration. The same duty applies after two years of failure to submit the annual financial statements and reports required under Chapter Twelve. The same duty applies after one year of failure to pay a Chapter Fifteen fine within the required payment period. Section 208(b) requires reasons to be notified, with Gazette announcement if notice cannot be given at the registered service address. Under section 208(c), the Registrar shall revoke inactive status once the requirements are fulfilled and the required submission is made, following the regulatory procedure. Inactivity is a registered status; it is not itself dissolution. Section 207 provides the domestic dissolution process, while section 36 contains the distinct foreign-company cancellation route.
Step-by-step procedure
- Confirm the exact inactivity ground and notice date.
- Restore directors, filings, declaration or fine position as applicable.
- Submit evidence and any required application.
- Obtain written revocation/removal of inactive status.
- Address contracts, banking, licences and governance affected during inactivity.
Documents and evidence
- Registrar notice/Gazette publication
- Cure documents
- Outstanding reports/declaration
- Payment evidence
- Reactivation decision and updated profile
Points requiring care
Particular care is needed to avoid ignoring a notice sent to an obsolete service address, as well as allowing inactive status to reach the relevant cancellation stage: the domestic two-year route and the foreign-company one-year route must be distinguished.
Related Act provisions
Section 36 — Submission of Information to the Registrar
Overview of the provision
This provision requires changes to the company information listed in section 34(a) to be notified to the Registrar within 30 days of the change, using the regulatory procedure. A change relating to the section 35 agent has a shorter period: notification is required within seven days of its occurrence. Missing either deadline is an offence dealt with under Chapter Fifteen. The distinction between company-information changes and agent changes is therefore important when identifying the applicable filing period.
Provision references
(a) Where any change occurs in the information relating to the company specified in section 34(a) of this Act, the change must be notified to the Registrar within 30 days of its occurrence, in the manner prescribed by regulations made under this Act.
(b) Where any change occurs in relation to the agent of the company specified in section 35 of this Act, the change must be notified to the Registrar within 7 days of its occurrence, in the manner prescribed by regulations made under this Act.
(c) A failure by the company to submit information to the Registrar within the period specified in subsection (a) or (b) constitutes an offence, and action shall be taken in accordance with Chapter Fifteen of this Act.
Section 122 — Vacation of Office of Director
Overview of the provision
Leaving office
This provision recognises resignation, lawful removal, disqualification under section 118 because of section 115(b), death and other constitutional grounds as ways a directorship can become vacant. Resignation normally takes effect when the notice reaches the company's service address, or on a later date stated in the notice. A sole or last remaining director, even if also the sole member, cannot resign until notice of a meeting to appoint a replacement has been given and the resignation is submitted at that meeting or the meeting-notice period has expired.
Ensuring the company has a director
Where the only director's office becomes vacant through the specified disqualification, death or another constitutional ground, the members must convene a replacement-appointment meeting; if the person was also sole member, the heirs must do so. If that duty is not fulfilled and the company remains without a director for three months, the Registrar must designate it inactive under section 208. Leaving office does not remove liability for acts or omissions while the person was a director.
Provision references
(a) Subject to subsection (c), the office of a director becomes vacant— (1) upon resignation in accordance with subsection (b); (2) upon removal of the director in accordance with this Act and the Constitution of the company; (3) where the director is disqualified from office under section 118 of this Act by reason of any circumstance specified in section 115(b); (4) upon the death of the director; or (5) in any other manner specified in the Constitution of the company.
(b) Subject to subsection (c), where a director gives notice of resignation, the director shall be deemed to have vacated office when the notice is received by the company at its service address or on such later date as may be specified in the notice.
(c) Notwithstanding any other provision of this section, where a company has only one director, or only one director remains in office, that director may not resign until notice of a general meeting for the appointment of a new director has been given to the members and the notice of resignation is submitted at that meeting or the period of notice for that meeting has expired.
(d) Subsection (c) applies notwithstanding that the sole director is also the sole member of the company.
(e) Where a company has only one director and the office of that director becomes vacant under subsection (a)(3), (4) or (5), the members of the company or, where the sole director was also the sole member, the heirs of that person shall convene a general meeting for the appointment of a new director.
(f) Where a company fails to comply with subsection (e) and remains without a director for a period of 3 months, the Registrar shall designate the company as an inactive company in accordance with section 208 of this Act.
(g) Vacation of office does not affect the liability of a person under this Act or the Constitution of the company for any act or omission occurring while that person held office as a director.
Section 207 — Determination by Registrar to Dissolve a Company
Overview of the provision
This provision requires the Registrar to determine dissolution once a company classified as inactive under section 208 has spent two years in the inactive register. The Registrar must publish a notice inviting outstanding debts or claims. If none is submitted within the stated period, registration is cancelled and the company dissolved. If a claim is submitted, the Registrar must refer dissolution to the Court. The existence of a notified claim therefore changes how the process proceeds.
Provision references
(a) Where the Registrar has determined that a company is inactive under section 208 of this Act and 2 years have elapsed since the company was entered in the register of inactive companies specified in section 231, the Registrar shall determine to dissolve the company.
(b) Where the Registrar determines to dissolve a company under subsection (a), the Registrar shall publish a notice inviting the submission of any outstanding debt or claim against the company. Where no debt or claim is submitted within the period specified in the notice, the Registrar shall cancel the registration of the company and dissolve it.
(c) Where a claim against the company is submitted following publication of the notice under subsection (b), the Registrar shall refer the dissolution of the company to the Court.
Section 208 — Determination of Inactive Companies
Overview of the provision
This provision requires inactive classification for a registered company or re-registered foreign company that lacks the required directors for three months or fails for one year to submit the section 185(c) accuracy declaration. The other triggers are two years' failure to submit required annual statements and reports, or a Chapter Fifteen fine unpaid for one year after the payment period. The Registrar must tell the company why it has been classified as inactive, using a Registrar's Gazette announcement if notice cannot be delivered to its registered service address. When the company meets the relevant requirements and makes the required submission, the Registrar must revoke the inactive determination and remove that status through the regulatory procedure.
Provision references
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (1) the company has failed for a period of 3 months to have the number of directors required under section 113 of this Act;
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (2) the company has failed for a period of one year to submit the declaration verifying the accuracy of the information in the register as required under section 185(c) of this Act;
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (3) the company has failed for a period of 2 years to submit its annual financial statements and reports to the Registrar within the periods required under Chapter Twelve of this Act; or
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (4) the company has failed for a period of one year to pay a fine imposed under Chapter Fifteen of this Act within the period specified for payment.
(b) The Registrar shall notify the company of the reason or reasons for determining it to be inactive under subsection (a). Where notice cannot be given at the service address of the company recorded in the register, notice shall be given by public announcement in the Registrar’s Gazette.
(c) Where an inactive company fulfils the requirements referred to in subsection (a)(1) to (4) and makes the required submission to the Registrar, the Registrar shall, in accordance with regulations made under this Act, revoke the determination that the company is inactive and remove its inactive status from the register specified in section 231.
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.