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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Section 44 — Information to be Included in the Articles of Association
A guide to the provision and how its parts fit together.
Overview of the provision
Private-company articles
This provision sets the required contents of a private company's own articles, except where it has adopted model articles under section 46(b). They must prohibit public offers of registered securities, including shares and bonds, and limit membership to 50. They must explain member meetings, notices, voting, decisions and resolutions, as well as board composition, director appointment, election and removal, board meetings, and directors' powers and responsibilities. They must also address profit distribution, accounts and records, the auditor's appointment, removal and role, dissolution, and any additional matters prescribed by regulations.
Public-company articles
For public companies, subsection (b) specifies arrangements for issuing and registering securities, members' associated rights, director appointment and removal, board powers and responsibilities, and dividend or profit distribution. It also requires procedures for changes to the members' register, general meetings, share calls, notices to the company and members, and members whose notices remain undeliverable after attempted service. Subsection (b) introduces these requirements by referring back to subsection (a). That wording must be read with the interpretation note retained here; the cross-reference should not be treated as a simple instruction to turn a public company into a private one.
Provision references
(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;
(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— (2) that the number of members of the company shall not exceed 50;
(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— (3) the procedure for holding meetings of members, the manner of giving notice to members, and the manner in which voting, decision-making and the passing of resolutions are to be conducted;
(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— (4) the composition of the Board of Directors, the procedure for the appointment, election and removal of directors, and the manner in which meetings of the Board are to be conducted;
(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— (5) the powers, duties and responsibilities of the directors;
(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— (6) the procedure for the distribution of profits;
(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— (7) the manner in which the financial accounts and records of the company are to be maintained;
(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— (8) the procedure for the appointment and removal of the auditor of the company, and the powers, duties and responsibilities of the auditor;
(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— (9) the procedure for the dissolution of the company; and
(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— (10) any other information prescribed by regulations made under this Act.
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (1) the procedure for the issue and registration of shares, debentures, bonds or other securities to members;
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (2) the rights of members in relation to shares, debentures, bonds or other securities;
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (3) the procedure for the appointment and removal of directors;
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (4) the responsibilities and powers of the Board of Directors;
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (5) the procedure for the distribution of dividends or profits;
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (6) the procedure for amending and recording changes to the register of members;
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (7) the procedure for conducting general meetings of members;
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (8) the procedure for making calls on shares;
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (9) the procedure for serving notice on the company and for the company to serve notice on its members; and
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (10) the procedure for dealing with members to whom notices are deemed undeliverable after the company has attempted service.
(b) In addition to the information specified in subsection (a), the Articles of Association of every public company shall state— (1) the procedure for the issue and registration of shares, debentures, bonds or other securities to members; (2) the rights of members in relation to shares, debentures, bonds or other securities; (3) the procedure for the appointment and removal of directors; (4) the responsibilities and powers of the Board of Directors; (5) the procedure for the distribution of dividends or profits; (6) the procedure for amending and recording changes to the register of members; (7) the procedure for conducting general meetings of members; (8) the procedure for making calls on shares; (9) the procedure for serving notice on the company and for the company to serve notice on its members; and (10) the procedure for dealing with members to whom notices are deemed undeliverable after the company has attempted service.
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.