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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
All shares forming the capital are registered in the name of the Government. Formation may be by Presidential decree or Act. The constituting instrument and other public-sector laws may impose rules beyond the Companies Act. At least three directors and a Company Secretary are required under the baseline Act. Government liability must be analysed under the specific statutory framework rather than assumed from ownership.
Step-by-step procedure
- Review the constituting decree or Act.
- Identify public-finance, procurement and ownership-governance overlays.
- Reconcile those rules with the Companies Act and constitution.
- Record reserved Government decisions and delegation limits.
Documents and evidence
- Constituting decree or Act
- Articles and ownership directives
- Public-finance approvals
- Board appointment instruments
Points requiring care
Particular care is needed to avoid treating an SOE exactly like an ordinary private company, as well as assuming Government ownership automatically makes every liability a sovereign liability.
Related Act provisions
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 15 — Government Companies Established by Presidential Decree
Overview of the provision
This provision explains what a Presidential Decree establishing a government company must contain. It must identify the company by name, set out its objectives and capital, confirm that the Government owns it wholly, and include its articles of association. The Decree therefore records both the basis on which the company is established and its internal constitutional arrangements.
Provision references
Where a government company is established by a Presidential Decree, the Decree must specify the name, objectives and amount of capital of the company and state that the company is wholly owned by the Government. The articles of association of the company must also be included in the Decree.
Section 16 — Government Companies Established by Statute
Overview of the provision
This provision gives the establishing statute the first say over a company created by an Act of the People's Majlis. Where that statute does not supply a particular operating procedure, the Companies Act fills the gap, unless another legal prohibition prevents that result. To apply the rule, first check what the company's own establishing Act says about the issue.
Provision references
A company established by an Act passed by the People’s Majlis is governed by the principles set out in the Act by which it is established. Where that Act does not prescribe specific procedures for the operation of the company, the principles provided for in this Act apply, unless otherwise prohibited by law.
Section 17 — Government Liability for Debts
Overview of the provision
This provision normally limits the Government's responsibility for a government company's debts to the unpaid amount on the company's share capital. However, the Act or Decree that established the company may provide differently. The liability limit therefore needs to be read alongside that establishing instrument before a conclusion is reached about the Government's exposure.
Provision references
The liability of the Government for the debts of a government company is limited to any amount unpaid on the share capital of the company, unless the Act or Decree establishing the company otherwise provides in relation to the Government’s liability for those debts.
Section 18 — Application of Private Company Principles in the Absence of Specific Provisions
Overview of the provision
This provision supplies a default rule for government companies. If the Companies Act has no specific rule for them on an issue, its private-company principles apply, unless another law prohibits that approach. It allows the general company framework to fill gaps while preserving rules that specifically govern government companies.
Provision references
Where this Act does not make specific provision for government companies, and unless otherwise prohibited by another law, the principles applicable to private companies under this Act apply to government companies.
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.