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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Amending and consolidating the constitution
A valid internal amendment, Registrar notification and an accessible consolidated constitution are related but distinct tasks.
Explanation and core rules
Memorandum and Articles amendments generally require a special resolution. The company must notify the Registrar within 30 days and provide the resolution, amended document, compliance statement and fee where required. Late notification does not by itself invalidate an otherwise valid amendment, but can constitute an offence. The Court has a remedial role under section 51, and members have access rights under section 53.
Step-by-step procedure
- Identify the governing approval and any class consent.
- Prepare marked and clean texts.
- Pass and minute the special resolution.
- Update the company's master constitution immediately.
- File within 30 days and preserve acceptance/rectification records.
Documents and evidence
- Board proposal
- Member notice and special resolution
- Class consent where relevant
- Clean/marked constitution
- Compliance statement
- Registrar receipt
Points requiring care
Particular care is needed to avoid using the portal-acceptance date as though it were always the legal amendment date, as well as circulating old Articles after an amendment.
Related Act provisions
Section 42 — Amendment of the Memorandum of Association
Overview of the provision
This provision requires members to approve an amendment to the memorandum by special resolution, unless another part of the Act provides a different rule. A proposed change therefore needs the form of member approval specified for a special resolution, rather than simply an informal agreement or a directors' decision.
Provision references
Unless otherwise provided in this Act, the Memorandum of Association may be amended only by a special resolution of the members authorising the amendment.
Section 45 — Amendment to Articles of Association
Overview of the provision
This provision normally requires a special resolution of members to amend the articles described in section 44. The rule applies unless the Act provides otherwise. It ensures that changes to these constitutional arrangements receive the required level of member approval.
Provision references
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.
Section 50 — Submission of Amendments to the Company’s Constitution to the Registrar
Overview of the provision
Submitting and registering the change
This provision requires a company to notify a constitutional amendment within 30 days of the amendment and submit the amended memorandum or articles for registration through the prescribed procedure. The submission must include the members' special resolution, the amended document, the section 228 compliance statement and the Schedule 1 fee. If the requirements are met, the Registrar must register the amendment and notify the company. If the Registrar has reason to believe that the submission conflicts with the Act, its regulations or the company's articles, the Registrar may require correction and resubmission, allowing the reasonable period prescribed by regulations.
Consequences of non-compliance
Failure to meet the initial filing requirements or a correction direction within the applicable period is an offence under Chapter Fifteen. However, missing the initial filing period does not by itself invalidate an amendment that was made in accordance with the Act and the articles. The filing breach and the amendment's substantive validity are separate questions.
Provision references
(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 Registrar for registration in the register in the manner prescribed by regulations made under this Act.
(b) When submitting an amended Memorandum of Association or Articles of Association to the Registrar under subsection (a), the following shall be provided— (1) the special resolution containing the decision of the members to amend the Memorandum of Association or Articles of Association; (2) the amended Memorandum of Association or Articles of Association; (3) the statement of compliance specified in section 228 of this Act; and (4) the fee specified in Schedule 1 to this Act.
(c) Where a submission is made to the Registrar in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the amendment to the Memorandum of Association or Articles of Association in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that a submission made under this section contains any matter inconsistent with this Act, regulations made under it or any provision of the company’s Articles of Association, the Registrar may direct the company to rectify and resubmit the submission. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit it.
(e) A failure by a company to comply with the requirements of subsection (a) within the period specified in that subsection, or to comply with a direction of the Registrar under subsection (d) within the period specified in the direction, constitutes an offence, and action shall be taken in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, render an amendment to the Memorandum of Association or Articles of Association void. Where the amendment has been made in accordance with this Act and the Articles of Association of the company, the amendment remains valid.
Section 51 — Application to Court to Amend the Constitution of the Company
Overview of the provision
This provision offers a court route where the constitution cannot be amended through the procedures in the Act and the company's constitution. A member or director may apply, and the Court may order an amendment in the form and on the conditions it considers appropriate. The applicant must then submit the order to the Registrar within 30 days of the date it was made. The power belongs to the Court; the inability to use the ordinary process does not let an applicant amend the constitution unilaterally.
Provision references
(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 order the Constitution of the company to be amended in such manner and subject to such conditions as it considers appropriate.
(b) An order made by the Court under subsection (a) shall be submitted to the Registrar by the applicant within 30 days from the date on which the order is made.
Section 52 — Binding Nature of the Company’s Constitution
Overview of the provision
This provision gives the memorandum and articles binding force between the company, its members and its directors, as though they had agreed their terms with each other. Money that a member must pay the company under those documents is specifically treated as a debt owed to the company. Management and operation must follow the memorandum and articles. The constitution therefore has practical legal effect in governing the company's internal affairs.
Provision references
(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 Association or Articles of Association constitutes a debt due from that member to the company.
(b) All matters relating to the management and operation of the company shall be conducted in accordance with the Memorandum of Association and Articles of Association of the company.
Section 53 — Access to Company Constitution by Members
Overview of the provision
This provision allows any member to ask the company in writing, at any time, for a copy of its memorandum or articles. If the company does not provide the requested copy, the member may ask the Registrar for the version held in the companies register. The Registrar must provide it once the Schedule 1 fee is paid. The second route gives the member access where the request to the company has not produced the document.
Provision references
(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 made under subsection (a), the member may apply to the Registrar for a copy of the Memorandum of Association or Articles of Association of the company registered in the Register of Companies.
(c) Upon receipt of an application under subsection (b), the Registrar shall, on payment of the fee prescribed in Schedule 1 to this Act, provide the requested document to the applicant.
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.