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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Master compliance calendar
The useful calendar is event-driven as well as annual: each corporate act should create its own approval, register, filing and evidence tasks.
Explanation and core rules
Annual tasks do not replace event-driven filings. The trigger must be recorded precisely: receipt, decision, meeting, register entry, occurrence, appointment or release. Some provisions use minimum notice periods while others use final filing periods. Extensions or alternative Registrar deadlines must be evidenced, not assumed. Calendar arithmetic alone does not decide how a statutory period is computed; first resolve the relevant trigger and applicable computation rules.
Step-by-step procedure
- Build recurring annual tasks for board meetings, accounts, audit, report, AGM and filings.
- Add automated event templates for officers, members, capital, charges, SBOs, addresses and foreign-company data.
- Record trigger date, owner, reviewer and evidence link.
- Escalate at 50%, 75% and 90% of the period.
- Close only after profile/register reconciliation.
Documents and evidence
- Master calendar
- Event intake form
- Responsibility matrix
- Evidence/receipt link
- Exception and extension log
Points requiring care
Particular care is needed to avoid a calendar based only on financial year end, as well as using a due-date calculator without deciding when the legal trigger occurred.
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 50 — Submission of Amendments to the Company’s Constitution to the Registrar
Overview of the provision
Submitting and registering the change
This provision requires a company to notify a constitutional amendment within 30 days of the amendment and submit the amended memorandum or articles for registration through the prescribed procedure. The submission must include the members' special resolution, the amended document, the section 228 compliance statement and the Schedule 1 fee. If the requirements are met, the Registrar must register the amendment and notify the company. If the Registrar has reason to believe that the submission conflicts with the Act, its regulations or the company's articles, the Registrar may require correction and resubmission, allowing the reasonable period prescribed by regulations.
Consequences of non-compliance
Failure to meet the initial filing requirements or a correction direction within the applicable period is an offence under Chapter Fifteen. However, missing the initial filing period does not by itself invalidate an amendment that was made in accordance with the Act and the articles. The filing breach and the amendment's substantive validity are separate questions.
Provision references
(a) Where an amendment is made to the Memorandum of Association or Articles of Association of a company, the company shall notify the Registrar of the amendment within 30 days of its occurrence. The amended Memorandum of Association or Articles of Association shall also be submitted to the Registrar for registration in the register in the manner prescribed by regulations made under this Act.
(b) When submitting an amended Memorandum of Association or Articles of Association to the Registrar under subsection (a), the following shall be provided— (1) the special resolution containing the decision of the members to amend the Memorandum of Association or Articles of Association; (2) the amended Memorandum of Association or Articles of Association; (3) the statement of compliance specified in section 228 of this Act; and (4) the fee specified in Schedule 1 to this Act.
(c) Where a submission is made to the Registrar in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the amendment to the Memorandum of Association or Articles of Association in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that a submission made under this section contains any matter inconsistent with this Act, regulations made under it or any provision of the company’s Articles of Association, the Registrar may direct the company to rectify and resubmit the submission. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit it.
(e) A failure by a company to comply with the requirements of subsection (a) within the period specified in that subsection, or to comply with a direction of the Registrar under subsection (d) within the period specified in the direction, constitutes an offence, and action shall be taken in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, render an amendment to the Memorandum of Association or Articles of Association void. Where the amendment has been made in accordance with this Act and the Articles of Association of the company, the amendment remains valid.
Section 64 — Submission of Court Order to the Registrar
Overview of the provision
This provision places the filing responsibility on the applicant who obtained a section 63 order. The applicant must send a copy to the Registrar within 14 days of the date the Court made it. The period therefore runs from the order itself, rather than a later decision to implement it.
Provision references
Where the Court makes an order under section 63 of this Act, the applicant shall submit a copy of the order to the Registrar within 14 days from the date on which the order is made.
Section 72 — Registrar’s Direction to Change Name
Overview of the provision
This provision empowers the Registrar to require a name change where the name falls within section 68(a)'s prohibited categories or a decision under section 71(d) requires it. The company must complete the section 70 change and registration within 30 days of receiving the notice, or within an extended period not exceeding 60 days if an extension is requested and granted. Failure to comply and make the required submission in time is an offence by both the company and every director, dealt with under Chapter Fifteen. The Registrar may also replace the name with the company's registration number or a name reflecting it, through the prescribed regulatory procedure.
Provision references
(a) The Registrar may direct a company to change its name where— (1) the registered name of the company, for any reason, falls within a category specified in section 68(a) of this Act; or (2) the Registrar determines under section 71(d) of this Act that the company is required to change its name.
(b) Where the Registrar directs a company to change its name under subsection (a), the company shall comply with the direction and change and register its name in accordance with section 70 of this Act within 30 days after receipt of the notice or, where an extension is requested and granted, within a period not exceeding 60 days.
(c) Where a company fails to comply with the direction and make the required submission to the Registrar within the period specified in subsection (b), an offence is committed by— (1) the company; and (2) every director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
(d) Where a company fails to comply with the direction and make the required submission to the Registrar within the period specified in subsection (b), the Registrar may change the name of the company to its registration number or to another name reflecting its registration number, in the manner prescribed by regulations made under this Act.
Section 79 — Registration of Change in Service Address
Overview of the provision
This provision requires a service-address change to be submitted for registration under the regulations. If the company submits it within three days after its chosen change date, that chosen date is treated as the effective date. Otherwise, the change takes effect when the new address is registered. Prompt submission therefore affects more than record-keeping: it determines which date the Act recognises for the change.
Provision references
(a) Any change to a service address specified in section 78 of this Act must be submitted to the Registrar for registration in the Register of Companies in accordance with regulations made under this Act.
(b) For the purposes of this Act, the effective date of a change to the service address of a company under an application submitted under subsection (a) is— (1) the date determined by the company as the date on which the service address changed, if the change is submitted to the Registrar within 3 days after that date; or
(b) For the purposes of this Act, the effective date of a change to the service address of a company under an application submitted under subsection (a) is— (2) in any other case, the date on which the new service address is registered in the Register of Companies.
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 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 100 — Notice of Extraordinary General Meeting
Overview of the provision
This provision requires the board to issue the EGM notice within three days after receiving a written requisition that complies with section 99. The meeting itself must be held within ten days after the requisition is submitted. The notice must state the purpose, agenda, place, date and time, and give at least seven days' notice to members of either a private or public company. The notice-issuing deadline, meeting deadline and minimum notice period must all be accommodated in the timetable.
Provision references
(a) Where a company receives a requisition for an Extraordinary General Meeting in accordance with section 99 of this Act, the Board of Directors shall— (1) issue notice convening the meeting within 3 days after receiving the written requisition; and
(a) Where a company receives a requisition for an Extraordinary General Meeting in accordance with section 99 of this Act, the Board of Directors shall— (2) hold the meeting within 10 days after the requisition is submitted.
(b) Where a company holds an Extraordinary General Meeting, notice shall be given to its members stating the purpose, agenda, place, date and time of the meeting. The notice shall be given— (1) in the case of a private company, at least 7 days before the date of the Extraordinary General Meeting; and (2) in the case of a public company, at least 7 days before the date of the Extraordinary General Meeting.
Section 104 — Appointment of Proxy
Overview of the provision
This provision allows a member to appoint another person to attend a general meeting as their proxy. For the appointment to be valid, the instrument must be signed or otherwise authenticated as the articles require and identify the member and address, company, proxy and address, and the meeting or meetings covered. In a public company, that instrument must reach the Company Secretary at least 48 hours before the meeting starts. The appointment's form, scope and timely delivery therefore need attention.
Provision references
(a) A member of a company may appoint another person as the member’s proxy to attend a general meeting on the member’s behalf.
(b) An appointment of a proxy under subsection (a) is valid only if the instrument of appointment is signed or otherwise authenticated in accordance with the Articles of Association of the company and contains— (1) the name and address of the member; (2) the name of the company; (3) the name and address of the proxy; and (4) the meeting or meetings for which the proxy is appointed.
(c) In the case of a public company, where a member appoints a proxy, the instrument referred to in subsection (b) must be submitted to the Company Secretary at least 48 hours before the commencement of the meeting.
Section 109 — Minutes
Overview of the provision
This provision requires the company to prepare and record minutes within 14 days for member meetings and their resolutions, and for member resolutions passed without a meeting. Meeting minutes must be signed within a reasonable period by the chair of that meeting or the next meeting. For a resolution without a meeting, the members must sign within a reasonable period. Written records signed in this way are evidence of the proceedings, resolutions and decisions unless the contrary is proved. Recording and signing therefore give the decision a reliable evidential record.
Provision references
(a) Every company shall, within 14 days, prepare and record minutes of— (1) the proceedings of meetings of members of the company and the resolutions passed at those meetings; and (2) resolutions passed by members without a meeting.
(b) The company shall ensure that the minutes of a meeting are signed within a reasonable period by— (1) the person who chaired that meeting; or (2) the person who chairs the next meeting.
(c) Where a resolution is passed without a meeting, the company shall ensure that the resolution is signed by the members within a reasonable period.
(d) Minutes recorded in writing and signed in accordance with this section are, unless the contrary is proved, evidence of the proceedings, resolutions and decisions to which they relate.
Section 110 — Access to Meeting Minutes and Documents by Members
Overview of the provision
This provision requires free member access to inspect meeting minutes and documents, including records of resolutions passed without a meeting. A member may also request in writing a copy of all or part of meeting minutes, or the record of a resolution made without a meeting. The company must provide the requested document within 14 days of receiving the request, unless the Registrar determines a longer period under the regulations. Inspection and obtaining a copy are related but distinct access rights.
Provision references
The company shall ensure that arrangements are in place for members to inspect, without charge, the minutes and documents relating to meetings of members and resolutions passed without a meeting. (a) A member may make a written request to the company for a copy of— (1) the minutes of a meeting of members, or any part of those minutes; or (2) the record of a resolution passed by members without a meeting. (b) Upon receipt of a request under paragraph (a), the company shall provide the requested document to the member within— (1) 14 days after receipt of the request; or (2) such longer period as may be determined by the Registrar in accordance with regulations made under this Act.
The company shall ensure that arrangements are in place for members to inspect, without charge, the minutes and documents relating to meetings of members and resolutions passed without a meeting. (a) A member may make a written request to the company for a copy of— (1) the minutes of a meeting of members, or any part of those minutes; or (2) the record of a resolution passed by members without a meeting.
The company shall ensure that arrangements are in place for members to inspect, without charge, the minutes and documents relating to meetings of members and resolutions passed without a meeting. (b) Upon receipt of a request under paragraph (a), the company shall provide the requested document to the member within— (1) 14 days after receipt of the request; or (2) such longer period as may be determined by the Registrar in accordance with regulations made under this Act.
Section 125 — Notifying the Registrar of Changes to Directors
Overview of the provision
Recording a director or Managing Director change
This provision requires notification of a change in directors or Managing Director within 15 days of the change, with particulars submitted for registration through the regulatory procedure. The submission must identify each new appointee, their addresses and appropriate identity details, and include the members' appointment, designation or removal resolution. It must also include each new appointee's notarised acceptance and section 115 eligibility declaration, and any further prescribed information. When the requirements are met, the Registrar must register the change and notify the company.
Corrections and late submissions
If the Registrar reasonably believes the submission conflicts with the Act, regulations or articles, the Registrar may direct correction and resubmission within a reasonable period prescribed by regulations. Failure to meet the initial deadline or the correction direction is an offence by the company under Chapter Fifteen. Late initial notification does not by itself invalidate a change otherwise made in accordance with the Act and articles. The filing breach must therefore be distinguished from the validity of the appointment or other change.
Provision references
(a) Where any change occurs in the persons serving as directors or in the person serving as Managing Director of a company, the change must be notified to the Registrar within 15 days of its occurrence. The particulars of the persons concerned must also be submitted to the Registrar for registration in the register specified in section 231 of this Act, in the manner prescribed by regulations made under this Act.
(b) A submission to the Registrar under subsection (a) must be accompanied by— (1) the name, permanent address, service address and National Identity Card number of each newly appointed or designated director or Managing Director or, in the case of a person who is not a Maldivian citizen, that person’s nationality and passport number or national identification number issued by that person’s country;
(b) A submission to the Registrar under subsection (a) must be accompanied by— (2) the resolution containing the decision of the members to appoint, designate or remove the director or Managing Director;
(b) A submission to the Registrar under subsection (a) must be accompanied by— (3) a notarised declaration by each newly appointed or designated director or Managing Director stating that the person accepts the appointment and satisfies the qualifications for acting as a director under section 115 of this Act; and
(b) A submission to the Registrar under subsection (a) must be accompanied by— (4) any other information prescribed by regulations made under this Act.
(c) Where a submission is made to the Registrar in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the changes relating to the directors or Managing Director of the company in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that a submission made under this section contains any matter that contravenes this Act, regulations made under it or any provision of the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit it. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the matter.
(e) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to rectify and resubmit within the period specified by the Registrar under subsection (d), the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, invalidate a change relating to the directors or Managing Director of the company. Where the change has been made in accordance with this Act and the Articles of Association of the company, the change remains valid.
Section 126 — Registrar’s Direction to Appoint Directors
Overview of the provision
This provision enables the Registrar to direct a company to restore the minimum board required by section 113, including where someone reports the shortfall. On receiving a direction, the company must appoint the required directors within ten days and submit the section 125(b) information. The same ten-day appointment and information requirement applies to a direction to appoint a missing Managing Director under section 114. Failure to comply within the relevant period is an offence by the company under Chapter Fifteen.
Provision references
(a) Where at any time a company does not have the number of directors required under section 113 of this Act, or the Registrar is notified by any person that the company does not have the required number of directors, the Registrar may direct the company to appoint the number of directors required under that section. Where such a direction is given, the company must appoint the required number of directors within 10 days after receipt of the direction and submit to the Registrar the information specified in section 125(b) of this Act.
(b) Where at any time a company does not have a Managing Director as required under section 114 of this Act, or the Registrar is notified by any person that the company does not have a Managing Director, the Registrar may direct the company to appoint a Managing Director in accordance with that section. Where such a direction is given, the company must appoint a Managing Director in accordance with section 114 within 10 days after receipt of the direction and submit to the Registrar the information specified in section 125(b) of this Act.
(c) Where a company fails to comply with subsection (a) or (b) within the period specified in the relevant subsection, the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
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 151 — Variation and Abrogation of Rights of Classes of Shares
Overview of the provision
This provision requires the articles to specify how class rights may be changed or removed and requires the affected class to be notified within seven days after a decision. If the articles do not provide a procedure, the alternatives are written consent from at least 75% of the members of the class, or consent from holders representing at least 75% of that class's shares. Holders of at least 15% of the class shares who did not consent or vote for a change under subsection (c)(2) may ask the Court to cancel it. The approval route and the precise dissenting-holder conditions therefore matter to this remedy.
Provision references
(a) The Articles of Association of a company shall specify the procedure for varying or abrogating the rights attached to classes of shares.
(b) Where a company decides to vary or abrogate the rights attached to a particular class of shares, the company shall notify the members of that class within 7 days after the decision is made.
(c) Where the Articles of Association of the company do not specify a procedure for varying or abrogating the rights attached to a class of shares, those rights may be varied or abrogated with— (1) the written consent of at least 75% of the members of that class; or (2) the consent of members representing at least 75% of the shares of that class.
(d) Members holding not less than 15% of the shares of a class who did not consent to or vote in favour of a variation of the rights of that class under subsection (c)(2) may apply to the Court for cancellation of the variation.
Section 154 — Notification of Capital Alteration to the Registrar
Overview of the provision
Applying to register a capital change
This provision requires a capital alteration under section 152 or 153 to be notified within 30 days, with an application for registration under the regulations. The company must include the special resolution, particulars of the alteration, the Schedule 1 fee and other prescribed information; a reduction also requires the section 228 compliance statement. If the requirements are met, the Registrar must register the alteration and notify the company.
Corrections and legal effect
The Registrar may direct correction and resubmission of an application believed to conflict with the Act, regulations or articles, allowing the reasonable period prescribed by regulations. Failure to meet the initial requirement or correction deadline is an offence by the company and every director under Chapter Fifteen. A late initial submission does not alone invalidate an alteration otherwise made in accordance with the Act and articles. The capital decision and compliance with its filing duties must therefore be assessed separately.
Provision references
(a) Where an alteration is made to the share capital of a company under section 152 or 153 of this Act, the company must notify the Registrar within 30 days of the alteration and submit an application for registration of the alteration in the manner prescribed by regulations made under this Act.
(b) An application under subsection (a) must be accompanied by— (1) the special resolution containing the decision of the members to increase or reduce the share capital; (2) particulars of the alteration made to the share capital; (3) where the application relates to a reduction of share capital, the statement of compliance specified in section 228 of this Act; (4) the fee prescribed in Schedule 1 to this Act; and (5) any other information prescribed by regulations made under this Act.
(c) Where an application is submitted in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the alteration to the share capital of the company in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that an application submitted under this section contains any matter that contravenes this Act, regulations made under it or any provision of the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit the application. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the application.
(e) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to rectify and resubmit an application within the period specified by the Registrar under subsection (d), an offence is committed by— (1) the company; and (2) every director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, invalidate an alteration to the share capital of the company. Where the alteration has been made in accordance with this Act and the Articles of Association of the company, the alteration remains valid.
Section 161 — Forfeiture of Shares
Overview of the provision
This provision allows the board to forfeit shares to the company if a member misses the payment period in a section 160 notice, but the board must first give the further notice required here. That notice must allow at least 14 days to pay the amount due. It must also warn that the shares may be forfeited if payment is not made in time. After forfeiture, the shares are treated as unallotted capital; if the former holder owns no other shares, their name is removed from the members' register. Losing membership does not cancel the outstanding debt, and the company may still sue to recover it. The forfeiture must be entered in the register, and an entry made consistently with the Act and constitution is evidence that the forfeiture occurred.
Provision references
(a) Where a member fails to pay an amount due on shares within the period specified in a notice given under section 160 of this Act, the Board of Directors may, after giving notice in accordance with this section, forfeit the shares to the company.
(b) A notice under subsection (a) shall— (1) require payment of the amount due within a period of not less than 14 days; and
(b) A notice under subsection (a) shall— (2) state that the shares are liable to forfeiture if payment is not made within the period specified in the notice.
(c) Where shares are forfeited under this section, those shares shall be treated as unallotted shares forming part of the capital of the company. Where the person whose shares are forfeited holds no other shares in the company, that person’s name shall be removed from the Register of Members.
(d) Cessation of membership under subsection (c) does not discharge the former member from the obligation to pay any amount outstanding to the company. The company retains the right to commence legal proceedings for recovery of the debt.
(e) A forfeiture under this section must be entered in the Register of Members maintained under section 81 of this Act. An entry made in accordance with this Act and the Constitution of the company is evidence of the forfeiture.
Section 163 — Transfer of Shares
Overview of the provision
Submitting and processing the transfer
This provision makes registration in the members' register the route for transferring shares between people, subject to the constitution. Once the transfer instrument reaches the company's service address, the company must register the transfer and update the register within 30 days. The instrument must identify the existing member, transferee, shares and consideration, and include other prescribed information. Its detailed form and requirements are set by regulations.
Refusal and notice
Within the same 30-day period after receipt, the board may instead resolve to refuse registration because the constitution prohibits it, the member owes the company a debt or other amount, or section 162's first-refusal procedure has not been followed. The resolution must explain the reasons. Within three days after that decision, the company must notify both the member and transferee and give each a copy of the resolution. Failure by the company or a director to comply with the registration, refusal or refusal-notice requirements is an offence dealt with under Chapter Fifteen.
Provision references
(a) Subject to the Constitution of the company, shares may be transferred from one person to another by registering the transfer in the Register of Members in accordance with this section.
(b) Upon receipt at the service address of the company of an instrument of transfer of shares, the company shall register the transfer and update the Register of Members within 30 days.
(c) An instrument of transfer referred to in subsection (b) shall contain— (1) particulars of the existing member; (2) particulars of the transferee; (3) particulars of the shares being transferred and the consideration for the transfer; and (4) any other information prescribed by regulations made under this Act.
(g) The form and requirements of an instrument of transfer shall be prescribed by regulations made under this Act.
(d) Notwithstanding subsection (b), the Board of Directors may, within 30 days after receipt of an instrument of transfer, resolve not to register the transfer on any of the following grounds— (1) the Constitution of the company prohibits registration of the transfer; (2) the member owes any debt or other amount to the company, whether arising from the agreement for the purchase of the shares or otherwise; or (3) the procedure specified in section 162 of this Act has not been complied with. The resolution shall state the reasons for refusing to register the transfer.
(e) Where the Board of Directors makes a decision under subsection (d), the company shall, within 3 days after the decision is made, notify the member and the transferee and provide each of them with a copy of the resolution.
(f) Where the company or any director fails to comply with subsection (b), (d) or (e), an offence is committed and action shall be taken in accordance with Chapter Fifteen of this Act.
Section 168 — Notification of Share Changes to the Registrar
Overview of the provision
Notifying the Registrar
This provision requires the Registrar to be notified within 15 days of an allotment, transfer, transmission or other change to the members' register, with the relevant persons' particulars submitted for the official register. The submission must include the newly registered member's details and consent; a transfer also requires the transferor's details and transfer instrument. Other prescribed information must be provided too. When the requirements are satisfied, the Registrar must register the change and notify the company.
Corrections and late filing
The Registrar may require a submission believed to conflict with the Act, regulations or articles to be corrected and resubmitted within the reasonable regulatory period. Non-compliance with the section's requirements or periods by the company or a director is an offence under Chapter Fifteen. However, a late initial notification does not alone invalidate a register change otherwise made under the Act and articles. The company's underlying change and its later notification to the Registrar are therefore distinct steps.
Provision references
(a) The Registrar must be notified within 15 days of— (1) any allotment of shares under section 155 of this Act; (2) any transfer of shares under section 163 of this Act; (3) any transmission of shares under section 167 of this Act; or (4) any other change made to the Register of Members. The particulars of the persons concerned must also be submitted to the Registrar for registration in the register specified in section 231 of this Act.
(b) A submission under subsection (a) must be accompanied by— (1) particulars of the newly registered member and that member’s consent; (2) in the case of a transfer under section 163 of this Act, particulars of the transferor and the instrument of transfer; and (3) any other information prescribed by regulations made under this Act.
(c) Where a submission is made in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the change in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that a submission made under this section contains any matter that conflicts with this Act, regulations made under it or the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit it within such reasonable period as may be prescribed by regulations made under this Act.
(e) Where the company or any of its directors fails to comply with the requirements or periods specified in this section, an offence is committed and action shall be taken in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, invalidate a change made to the Register of Members. Where the change has been made in accordance with this Act and the Articles of Association of the company, the change remains valid.
Section 174 — Registration of Charge
Overview of the provision
Charges and releases that must be filed
This provision requires the company to notify the Registrar within 30 days when a covered share or asset charge is created in someone's favour. The categories include security for debentures, charges over uncalled or unpaid share capital, company-held subsidiary shares, floating charges over assets or the undertaking, and other charges specified by regulations. When a registered charge is satisfied and released, the company or someone with an interest in it must notify the Registrar within 30 days through the regulatory procedure.
Registration and correction
If the requirements are met, the Registrar must register the creation or release and notify the company. The Registrar may require correction and resubmission of material believed to conflict with the Act, regulations or articles, allowing the reasonable period prescribed by regulations. Failure to meet a creation or release deadline, or a correction direction, is an offence by the company under Chapter Fifteen.
Provision references
(a) Where any shares or assets of a company specified in subsection (b) are charged in favour of any person, the company shall notify the Registrar within 30 days, in accordance with regulations made under this Act.
(b) For the purposes of subsection (a), a charge created over any of the following assets of the company must be submitted for registration— (1) a charge created for the purpose of securing debentures; (2) a charge created over uncalled share capital or unpaid share capital; (3) a charge created over shares held by the company in a subsidiary; (4) a floating charge over the assets or undertaking of the company; and (5) any other charge specified by regulations made under this Act.
(c) Where a charge registered with the Registrar under subsection (a) is satisfied and released, the company or any person having an interest in the charge shall notify the Registrar within 30 days, in accordance with regulations made under this Act.
(d) Where a submission is made to the Registrar in accordance with subsection (a) or (c), and the requirements of this Act are fulfilled, the Registrar shall register the matter in the register specified in section 231 of this Act and notify the company accordingly.
(e) Where the Registrar has reason to believe that a submission made under this section contains any matter that conflicts with this Act, regulations made under it or the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit it. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the matter.
(f) Where a company fails to comply with subsection (a) or (c) within the period specified in the relevant subsection, or fails to comply with a direction of the Registrar under subsection (e) within the period specified, the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
Section 178 — Submission of Significant Beneficial Owner Information to the Registrar
Overview of the provision
This provision requires the company to notify the Registrar within 30 days after receiving Significant Beneficial Owner information under section 177(a), (b) or (c). Once the requirements are met, the Registrar must register the information and notify the company. If the Registrar believes the submission conflicts with the Act or regulations, correction and resubmission may be required within the reasonable period prescribed by regulations. Failure to meet the initial deadline or correction direction is an offence by both the company and every director under Chapter Fifteen.
Provision references
(a) Within 30 days after receiving information relating to a Significant Beneficial Owner under section 177(a), (b) or (c) of this Act, the company shall notify the Registrar in accordance with regulations made under this Act.
(b) Where a submission is made to the Registrar in accordance with subsection (a), and the requirements of this Act are fulfilled, the Registrar shall register the information in the register specified in section 231 of this Act and notify the company accordingly.
(c) Where the Registrar has reason to believe that a submission made under this section contains any matter that conflicts with this Act or regulations made under it, the Registrar may direct the company to rectify the matter and resubmit it. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the matter.
(d) 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 (c) within the period specified, an offence is committed by— (1) the company; and (2) every director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
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 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 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.
Section 196 — Determination by the Company to Dissolve
Overview of the provision
Deciding to wind up and appointing a liquidator
This provision requires a board resolution proposing dissolution followed by approval as a special resolution at a general meeting. That same meeting must appoint a liquidator and set the remuneration. The company must provide the balance sheet, assets and liabilities, creditor names and addresses, and details of shares or assets pledged for debts.
Starting and maintaining the process
Within seven days of taking office, the liquidator must notify the Registrar of the appointment and, after a public announcement in the Registrar's Gazette through the prescribed procedure, begin winding up under the Act and regulations. Failure to comply with subsection (c) is an offence by the liquidator under Chapter Fifteen. If the liquidator dies, resigns or becomes permanently incapacitated, members must hold a general meeting to appoint a replacement.
Provision references
(a) A company may determine to dissolve only where the Board of Directors passes a resolution proposing the dissolution of the company and that resolution is approved as a special resolution at a general meeting of the members.
(b) Upon the passing of the special resolution to dissolve the company, the same general meeting shall appoint a liquidator to carry out the winding up and determine the remuneration payable to the liquidator. The company shall also provide the liquidator with— (1) its balance sheet; (2) particulars of its assets, debts and other liabilities; (3) the names and addresses of its creditors; and (4) particulars of any shares or assets pledged as security for its debts.
(c) A liquidator appointed to carry out the winding up shall notify the Registrar of the appointment within 7 days after assuming office. After making a public announcement, the liquidator shall commence the winding up in accordance with this Act and regulations made under it.
(d) The public announcement referred to in subsection (c) shall be made by the liquidator in the Registrar’s Gazette specified in section 234 of this Act, in accordance with the procedure prescribed by regulations made under this Act.
(e) A liquidator who fails to comply with subsection (c) commits an offence. Action shall be taken against the liquidator in accordance with Chapter Fifteen of this Act.
(f) Where a liquidator becomes permanently incapacitated, dies or resigns, a general meeting of the members shall be held to appoint a new liquidator.
Section 206 — Completion of Winding Up Process
Overview of the provision
This provision requires the voluntary liquidator to apply for removal of the company from the register within 30 days after the final general meeting passes its dissolution resolution following the section 198 accounts. If the Act's requirements are met, the Registrar must cancel registration and remove the name. Where an unresolved matter under section 203 arose, dissolution and removal must follow the Court's determination. The final filing therefore completes the voluntary route, subject to any relevant court decision.
Provision references
(a) A liquidator appointed under section 196(b) of this Act shall, within 30 days after the general meeting passes a resolution to dissolve the company following presentation of the accounts under section 198, apply to the Registrar for removal of the name of the company from the register.
(b) Upon receipt of an application under subsection (a), the Registrar shall cancel the registration of the company and remove its name from the register, provided that the requirements of this Act are fulfilled.
(c) Where a matter referred to in section 203 of this Act arises during the winding up, the company shall be dissolved and its name removed from the register in accordance with the determination of 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.