Chapter 5 — Capacity and Powers of the Company
1–12 of 12 provisions
Section 54 — Capacity and Powers of the Company
Chapter: 5 — Capacity and Powers of the Company
(a) Subject to this Act and any other law, a company registered under this Act has full legal capacity and power to carry on business activities, enter into transactions and perform any necessary acts within or outside the Maldives. For those purposes, the company has full rights, powers and…
Text status: Unofficial English translation.
Section 55 — Validity of Company Acts
Chapter: 5 — Capacity and Powers of the Company
(a) The validity of an act done by a company shall not be called into question solely on the ground that the act is not authorised by the Constitution of the company. (b) An act or transaction of a company shall not be regarded as legally invalid or void solely on the ground that the company…
Text status: Unofficial English translation.
Section 56 — Validity of Transactions between the Company and Other Parties
Chapter: 5 — Capacity and Powers of the Company
(a) No act or transaction of a company shall be deemed invalid, void, or beyond the company's legal capacity against any party dealing with the company solely on the following grounds: (1) Failure to comply with this Act or the company’s constitution in performing such act or transaction. (2)…
Text status: Unofficial English translation.
Section 57 — Power of Directors to Bind the Company
Chapter: 5 — Capacity and Powers of the Company
(a) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or to authorise others to do so, shall be deemed to have been exercised in accordance with the company’s constitution. (b) For the purposes of subsection (a), a person dealing with the…
Text status: Unofficial English translation.
Section 58 — Company Agreements
Chapter: 5 — Capacity and Powers of the Company
(a) An agreement entered into by a company is valid and binding on the company if it is made in writing in the name of the company or entered into on behalf of the company by a person acting under its express or implied authority. (b) Nothing in subsection (a) exempts a company from complying with…
Text status: Unofficial English translation.
Section 59 — Authentication of Documents by the Company
Chapter: 5 — Capacity and Powers of the Company
(a) Unless otherwise provided by another law, a document shall be regarded as authenticated by a company if— (1) where the company has a common seal, the common seal is affixed to the document together with the signature of one authorised signatory; or (2) the document is signed— (i) by two…
Text status: Unofficial English translation.
Section 60 — Company Seal
Chapter: 5 — Capacity and Powers of the Company
(a) A company may have a common seal, but is not required to have one. (b) Where a company elects to have a common seal, the seal must be registered before its use in accordance with regulations made under this Act. MISUSE OF CORPORATE LEGAL PERSONALITY
Text status: Unofficial English translation.
Section 61 — Abuse of Power in Company Management
Chapter: 5 — Capacity and Powers of the Company
(a) An application may be made to the Court for an order in respect of an act or omission of a company where— (1) the conduct of the company is prejudicial to the interests of the members as a whole; or (2) the company acts in a manner that is oppressive, unfairly prejudicial or discriminatory…
Text status: Unofficial English translation.
Section 62 — Persons Eligible to Apply for a Court Order
Chapter: 5 — Capacity and Powers of the Company
An application for an order under section 61 of this Act may be made by— (a) a member of the company in respect of an act or omission affecting that member— (1) in a capacity other than that of a member; or (2) in the capacity of a member; (b) any member other than the member making an…
Text status: Unofficial English translation.
Section 63 — Court Orders
Chapter: 5 — Capacity and Powers of the Company
In proceedings brought before the Court in accordance with sections 61 and 62 of this Act, where the Court considers it necessary to require the company or any person to act in a particular manner, the Court may make such orders as it considers appropriate, including— (a) directing a particular…
Text status: Unofficial English translation.
Section 64 — Submission of Court Order to the Registrar
Chapter: 5 — Capacity and Powers of the Company
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.
Text status: Unofficial English translation.
Section 65 — Lifting the Corporate Veil
Chapter: 5 — Capacity and Powers of the Company
(a) Subject to subsection (b), where a company registered under this Act engages in fraudulent activities, or where its directors, members or officers use the company solely for their personal benefit, the Court may lift the corporate veil. In such a case, notwithstanding the separate legal…
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.