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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
Execution must be traced to the company and an authorised method under the Act and constitution. A private company is not generally required to maintain a Company Secretary or use a seal merely because the old practice did. If a seal is used, the Private Companies Regulation requires registration in the Registrar-designated system. Additional words, symbols or images in a seal may require prior Ministry registration.
Step-by-step procedure
- Check whether the transaction or recipient requires a particular form.
- Approve the signatory and method.
- Use the exact registered name and number.
- Register an optional seal before use where required.
- Retain signed originals/electronic audit data and the authority evidence.
Documents and evidence
- Signing authority resolution
- Signature specimen or digital audit trail
- Seal registration
- Executed agreement
- Delivery record
Points requiring care
Particular care is needed to avoid rejecting a valid document merely because it lacks an obsolete secretary signature, as well as using an unregistered optional seal design containing an unregistered symbol.
Related Act provisions
Section 58 — Company Agreements
Overview of the provision
This provision explains when an agreement binds the company: it may be made in writing in the company's name or entered into for it by someone with express or implied authority. That rule does not remove any special formality or condition imposed by another law. Authority to contract and compliance with any separate legal formalities must therefore both be considered.
Provision references
(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 any particular formality or condition relating to agreements imposed by any other law.
Section 59 — Authentication of Documents by the Company
Overview of the provision
This provision gives alternative ways to authenticate a company document, unless another law requires something different. A company with a seal may use it with one authorised signature; alternatively, the document may be signed by two authorised signatories, by a director before a witness who also signs, or by the Managing Director. Authorised signatories include any director, the secretary of a company other than a private company, and anyone the board specifically authorises. If one person signs in more than one capacity, each capacity needs a separate signature. Where the qualifying secretary or board-authorised signatory is a firm or other legal entity, one person authorised to sign for it is sufficient. For the seal route, the seal must have been registered under section 60(b).
Provision references
(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 authorised signatories; (ii) by one director in the presence of a witness who also signs the document; or (iii) by the Managing Director of the company.
(b) For the purposes of subsection (a), the following are authorised signatories of the company— (1) any director of the company; (2) the Secretary of any company other than a private company; and (3) any person specifically authorised by the Board of Directors to sign on behalf of the company.
(c) Where a person authorised to sign on behalf of a company signs in more than one capacity, that person must sign separately in each capacity.
(d) Where a person referred to in paragraph (2) or (3) of subsection (b) is a firm or other legal entity, the signature of one person authorised to sign on behalf of that firm or legal entity is sufficient.
(e) For the purposes of subsection (a)(1), a company having a common seal means a company that has registered its seal in accordance with section 60(b) of this Act.
Section 60 — Company Seal
Overview of the provision
This provision makes a common seal optional: a company may choose to have one, but is not obliged to do so. If it chooses to use a seal, it must register it first in accordance with the regulations. The freedom to dispense with a seal therefore differs from the requirements that apply once a company elects to use one.
Provision references
(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.
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.