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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Private company
A private company may have one to 50 members, one or more directors and no public offer of its shares.
Explanation and core rules
The share capital consists of one or more shares. Membership ranges from one to 50. The constitution must state that the company is private and prohibit sale of its shares to the public. Member liability is limited to unpaid amounts on allotted or agreed shares. A private company is generally exempt from appointing a Company Secretary, but it must still have a Managing Director.
Step-by-step procedure
- Set the capital, share classes and initial ownership.
- Choose a governance model suitable for one or several members.
- Prepare or adopt articles and appointment consents.
- Register and establish the statutory registers.
- Create an annual compliance calendar.
Documents and evidence
- Registration application
- Memorandum and Articles
- Director/Managing Director consents
- Register of Members
- Share certificates
Points requiring care
Particular care is needed to avoid treating a single-member company as having no governance formalities, as well as using public fundraising language or conduct inconsistent with private status.
Related Act provisions
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 9 — Characteristics of a Private Company
Overview of the provision
This provision sets out the basic structure of a private company. It needs specified share capital divided into at least one share and must have between one and 50 members. It must also have at least one director, and its constitution must identify it as a private company and prohibit sales of its shares to the public. These are defining features of the private-company form, rather than optional arrangements.
Provision references
A private company is a company that has the following characteristics— (a) it has a specified share capital consisting of one or more shares;
A private company is a company that has the following characteristics— (b) it has a minimum of one member and a maximum of 50 members;
A private company is a company that has the following characteristics— (c) it has one or more directors; and
A private company is a company that has the following characteristics— (d) its constitution states that it is a private company and prohibits the sale of its shares to the public.
Section 10 — Members of a Private Company
Overview of the provision
This provision allows individuals, the Government and incorporated legal entities to become members of a private company. The legal-entity category includes companies, partnerships, state institutions, local councils and associations that have legal personality. That permission remains subject to any prohibition or applicable requirement elsewhere in the law; the list does not override those restrictions.
Provision references
Unless otherwise prohibited by law, and subject to the applicable provisions of law, the following may become members of a private company— (a) individuals;
Unless otherwise prohibited by law, and subject to the applicable provisions of law, the following may become members of a private company— (b) the Government; and
Unless otherwise prohibited by law, and subject to the applicable provisions of law, the following may become members of a private company— (c) legal entities, whether a company, partnership, state institution, local council or association incorporated as a legal entity.
Section 11 — Liability of Members for Private Company Debts
Overview of the provision
This provision limits a private-company member's responsibility for company debts to the unpaid amount on shares that the company has allotted to that member and that the member has bought or agreed to buy. To understand the limit, look at what remains payable on those shares. The provision ties membership liability to that unpaid amount, rather than making the member responsible for all of the company's debts.
Provision references
The liability of a member for the debts of a private company is limited to any amount unpaid on the shares purchased, or agreed to be purchased, by that member and allotted to that member by the company.
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.