Constitution, capacity and identity
1–11 of 11 practice notes
21. The company constitution
The constitution comprises the Memorandum and Articles; together they allocate corporate purpose, powers, governance and member rights.
Subject: Constitution, capacity and identity
Act references: s. 38
Key point: The Memorandum and Articles are both constitutional documents.
22. Memorandum of Association
The Memorandum records the foundational company information and objects; amendments generally require a special resolution.
Subject: Constitution, capacity and identity
Act references: s. 39; s. 40; s. 41; s. 42
Key point: Section 40 specifies mandatory information.
23. Articles of Association
The Articles are the operating rulebook for member decisions, boards, shares, transfers and internal authority.
Subject: Constitution, capacity and identity
Act references: s. 43; s. 44; s. 45
Key point: Section 44 lists the information the Articles must address.
24. Model Articles: adoption and limits
Model Articles can reduce drafting friction, but their suitability depends on ownership, investment rights and the intended transaction lifecycle.
Subject: Constitution, capacity and identity
Act references: s. 46; s. 47; s. 48; s. 49
Key point: The Act provides for Model Articles for private and local authority companies.
25. Amending and consolidating the constitution
A valid internal amendment, Registrar notification and an accessible consolidated constitution are related but distinct tasks.
Subject: Constitution, capacity and identity
Act references: s. 42; s. 45; s. 50; s. 51; s. 52; s. 53
Key point: Memorandum and Articles amendments generally require a special resolution.
26. Capacity, authority and corporate acts
The company has broad legal capacity, but the authority of the human decision-maker and the internal approval path still require proof.
Subject: Constitution, capacity and identity
Act references: s. 54; s. 55; s. 56; s. 57; s. 58; s. 59
Key point: Section 54 gives broad company capacity subject to the Act and other law.
27. Agreements, authentication and company seal
The Act permits company documents and agreements without making a seal universally mandatory; if a seal is used, the Regulation governs its registration.
Subject: Constitution, capacity and identity
Act references: s. 58; s. 59; s. 60
Key point: Execution must be traced to the company and an authorised method under the Act and constitution.
28. Name, status, number and disclosure
Corporate communications should identify the correct registered entity and comply with name, type and registration-number display rules.
Subject: Constitution, capacity and identity
Act references: s. 66; s. 67; s. 68; s. 69; s. 70; s. 71; s. 72; s. 73; s. 74; s. 75; s. 76
Key point: The registered name and required status identifier matter.
29. Registered address and service address
The registered address, office records and service address perform different legal functions and must be kept current.
Subject: Constitution, capacity and identity
Act references: s. 77; s. 78; s. 79
Key point: The Act requires the registered-address and service-address arrangements described in sections 77 and 78.
30. Abuse of management power and court relief
The Act provides court remedies for abusive management and, in serious cases, personal liability through lifting the corporate veil.
Subject: Constitution, capacity and identity
Act references: s. 61; s. 62; s. 63; s. 64; s. 65
Key point: Sections 61 to 64 provide standing and remedial powers for abuse of company management.
31. Lifting the corporate veil
Separate personality may yield to personal liability where the statutory conditions in section 65 are established.
Subject: Constitution, capacity and identity
Act references: s. 65
Key point: Veil lifting is an exceptional statutory remedy, not a general response to an unpaid company debt.
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.