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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
The four company types are private, public, government and local authority companies. A foreign investment company may be private or public; foreign ownership triggers a separate authorisation analysis. A foreign entity re-registered to operate in Maldives is not the same structure as a locally incorporated foreign-owned subsidiary. Classification determines minimum directors, secretary requirements, meeting rules and other overlays.
Step-by-step procedure
- Identify the proposed owners.
- Ask whether securities will be offered to the public.
- Identify any Government or council formation statute/decree.
- Identify all direct and indirect foreign participation.
- Confirm sector entry and licensing requirements.
Documents and evidence
- Ownership chart
- Business plan and activity list
- Foreign investor identity documents
- Formation statute/decree where applicable
Points requiring care
Particular care is needed to avoid calling every foreign-invested vehicle a branch, as well as choosing a private company before checking whether the funding plan requires a public offer.
Related Act provisions
Section 3 — Types of Companies
Overview of the provision
This provision identifies the four types of company that can be formed under the Act: private companies, public companies, government companies and local authority companies. These categories provide the starting point for identifying the rules that apply to a particular company.
Provision references
The following types of companies may be formed under this Act— (a) private company;
The following types of companies may be formed under this Act— (b) public company;
The following types of companies may be formed under this Act— (c) government company; and
The following types of companies may be formed under this Act— (d) local authority company.
Section 4 — Private Company
Overview of the provision
This provision explains the two routes by which a company falls within the private-company category. It must be a company other than a public company, either formed by one or more persons under sections 9–11 or registered through the routes in sections 29–31. In other words, the definition covers both a company established as private from the outset and a company registered as private under those later provisions.
Provision references
A private company is any company that is not a public company and that is— (a) formed by one or more persons as a private company in accordance with sections 9 to 11 of this Act; or
A private company is any company that is not a public company and that is— (b) registered under sections 29 to 31 of this Act.
Section 5 — Public Company
Overview of the provision
This provision connects public-company status with access to public investment: the company must be authorised, or have applied for authorisation, to sell shares, debentures or bonds to the public, and must not be a private company. It must also have been formed as a public company under sections 12–14 or registered through the conversion provisions in sections 27 and 28. The public-offering condition and the appropriate formation or registration route therefore need to be read together.
Provision references
A public company is any company that is not a private company and that— (a) is authorised, or has applied for authorisation, to sell shares, debentures or bonds to the public; and
A public company is any company that is not a private company and that— (b) is— (1) formed as a public company in accordance with sections 12 to 14 of this Act; or (2) registered under sections 27 and 28 of this Act.
Section 6 — Government Company
Overview of the provision
This provision defines a government company through three requirements that operate together. It must be established by Presidential Decree or an Act of the People's Majlis, every share in its capital must be registered in the Government's name, and it must be registered under section 22. Government involvement alone is therefore not the whole test: the method of establishment, complete government share ownership and registration all form part of the definition.
Provision references
A government company is a company— (a) formed by a decree of the President or by an Act passed by the People’s Majlis;
A government company is a company— (b) in which all shares comprising the company’s capital are registered in the name of the Government; and
A government company is a company— (c) registered in accordance with section 22 of this Act.
Section 7 — Local Authority Company
Overview of the provision
This provision describes a local authority company as a company formed by one or more councils recognised under the Decentralization Act. Its purpose is to carry out economic activities within the council's jurisdiction and responsibilities so that it can meet the basic needs of people in the council's administrative area. The definition therefore links the company's activities to the council's public responsibilities and the community it serves.
Provision references
A local authority company is a company formed by one or more local councils, as defined in the Decentralization Act of the Administrative Divisions of the Maldives, for the purpose of carrying out economic activities within the jurisdiction and responsibilities of the council in order to fulfil the basic needs of the residents of the council’s administrative area.
Section 8 — Foreign Investment Company
Overview of the provision
This provision treats a private or public company as a foreign investment company if even one share is registered to a foreign individual or entity. It also captures indirect ownership: a share held by a company described in paragraph (1), or by a partnership in which a foreign individual or entity has an interest, brings the company within the definition. Before the company or the relevant foreign or foreign-connected member can be registered, the required permission must be obtained under the Foreign Investment Act and its requirements followed. The ordinary company-registration rules do not dispense with that prior permission.
Provision references
(a) A foreign investment company, whether a private company or a public company, means— (1) a company any share of whose capital is registered in the name of a foreign individual or foreign entity; or
(a) A foreign investment company, whether a private company or a public company, means— (2) a company any share of whose capital is registered in the name of a company referred to in paragraph (1) of this subsection; or
(a) A foreign investment company, whether a private company or a public company, means— (3) a company any share of whose capital is registered in the name of a partnership in which a foreign individual or foreign entity holds an interest.
(b) Notwithstanding the general principles established under this Act relating to the registration of companies, a foreign investment company may be registered, a foreign individual or foreign entity may be registered as a member of a company, or a company or partnership referred to in subsection (a)(1), (2) or (3) may be registered as a member of a company, only after permission has been obtained under the Foreign Investment Act of the Maldives and in accordance with the provisions of that Act.
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.