Chapter 4 — Constitution of the Company
1–16 of 16 provisions
Section 38 — Constitution of the Company
Chapter: 4 — Constitution of the Company
The constitution of a company comprises its Memorandum of Association and Articles of Association, as provided for in this Chapter.
Text status: Unofficial English translation.
Section 39 — Memorandum of Association
Chapter: 4 — Constitution of the Company
(a) Every company shall have a Memorandum of Association. (b) Notwithstanding subsection (a), where the Act or Decree establishing a State-Owned Enterprise contains the information required under this Act to be included in a Memorandum of Association, that Act or Decree shall be treated as the…
Text status: Unofficial English translation.
Section 40 — Information to be Included in the Memorandum of Association
Chapter: 4 — Constitution of the Company
(a) The Memorandum of Association of a company shall state— (1) the name of the company; (2) the registered address of the company; (3) the type of company; (4) particulars of the composition of the share capital of the company at the time of registration, the number of shares and, where…
Text status: Unofficial English translation.
Section 41 — Objects of the Company
Chapter: 4 — Constitution of the Company
(a) Unless specific objects are stated, or certain objects are prohibited, in its Memorandum of Association, a company is authorised to carry on any activity not prohibited by law. (b) Notwithstanding subsection (a), a company may determine and specify particular objects in its Memorandum of…
Text status: Unofficial English translation.
Section 42 — Amendment of the Memorandum of Association
Chapter: 4 — Constitution of the Company
Unless otherwise provided in this Act, the Memorandum of Association may be amended only by a special resolution of the members authorising the amendment.
Text status: Unofficial English translation.
Section 43 — Articles of Association
Chapter: 4 — Constitution of the Company
Subject to this Chapter, every company shall have Articles of Association.
Text status: Unofficial English translation.
Section 44 — Information to be Included in the Articles of Association
Chapter: 4 — Constitution of the Company
(a) Except in the case of a private company that has made a determination under section 46(b) of this Act, the Articles of Association of every private company shall state— (1) that the company shall not offer its registered securities, including shares and bonds, to the public; (2) that the…
Text status: Unofficial English translation.
Section 45 — Amendment to Articles of Association
Chapter: 4 — Constitution of the Company
Unless otherwise provided in this Act, the Articles of Association of a company specified in section 44 of this Act may be amended only by a special resolution of the members authorising the amendment.
Text status: Unofficial English translation.
Section 46 — Formulation of Model Articles of Association for Private Companies
Chapter: 4 — Constitution of the Company
(a) The Registrar shall formulate model Articles of Association for private companies and prescribe them by regulations made under this Act. (b) At the time of registration of a private company, or at any time thereafter, the company may determine to adopt the model Articles of Association…
Text status: Unofficial English translation.
Section 47 — Application of Model Articles of Association to Companies
Chapter: 4 — Constitution of the Company
(a) Every company that has made a determination under section 46(b) of this Act shall be governed by the model Articles of Association prescribed by the Registrar by regulations made under section 46(a) of this Act. (b) A company other than a company specified in subsection (a) shall be governed…
Text status: Unofficial English translation.
Section 48 — Amendment to Model Articles of Association
Chapter: 4 — Constitution of the Company
(a) The model Articles of Association specified in section 46 of this Act may be amended by the Registrar by amending the regulations referred to in section 46(a), in a manner not inconsistent with this section, and publishing the amendment in the Government Gazette. (b) An amendment made to the…
Text status: Unofficial English translation.
Section 49 — Formulation of Model Articles of Association for Local Authority Companies
Chapter: 4 — Constitution of the Company
The Registrar shall, in consultation with the Local Government Authority, formulate model Articles of Association for local authority companies and prescribe them by regulations made under this Act. The principles specified in sections 46, 47 and 48 of this Act relating to model Articles of…
Text status: Unofficial English translation.
Section 50 — Submission of Amendments to the Company’s Constitution to the Registrar
Chapter: 4 — Constitution of the Company
(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…
Text status: Unofficial English translation.
Section 51 — Application to Court to Amend the Constitution of the Company
Chapter: 4 — Constitution of the Company
(a) Where it is not possible to amend the Constitution of a company in accordance with the procedures prescribed by this Act and the Constitution of the company, a member or director of the company may apply to the Court for an amendment of the Constitution. Upon such application, the Court may…
Text status: Unofficial English translation.
Section 52 — Binding Nature of the Company’s Constitution
Chapter: 4 — Constitution of the Company
(a) The provisions of the Memorandum of Association and Articles of Association of a company shall bind the company, its members and its directors as if they constituted an agreement entered into between them. In particular, any money payable by a member to the company under the Memorandum of…
Text status: Unofficial English translation.
Section 53 — Access to Company Constitution by Members
Chapter: 4 — Constitution of the Company
(a) Every member of a company has the right, at any time, to apply to the company in writing for a copy of its Memorandum of Association or Articles of Association. (b) Where a company fails to provide a member with a copy of its Memorandum of Association or Articles of Association upon a request…
Text status: Unofficial English translation.
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.