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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Memorandum of Association
The Memorandum records the foundational company information and objects; amendments generally require a special resolution.
Explanation and core rules
Section 40 specifies mandatory information. Objects should be drafted with sector permissions and actual business plans in mind. The Memorandum may generally be amended only by special resolution, subject to the Act. The amendment must then follow the section 50 filing process.
Step-by-step procedure
- Check mandatory particulars.
- Draft objects against licences and foreign-investment approval.
- Align capital and ownership information with the Articles and application.
- Obtain the required member approval for amendment.
- File a clean amended version and maintain the prior version/audit trail.
Documents and evidence
- Memorandum
- Objects/licence matrix
- Special resolution
- Clean and comparison versions
- Registrar filing receipt
Points requiring care
Particular care is needed to avoid objects broader than an investor's or regulator's actual authorisation, as well as capital information drifting out of alignment with later filings and registers.
Related Act provisions
Section 39 — Memorandum of Association
Overview of the provision
This provision normally requires every company to have a memorandum of association. There is a specific alternative for a State-Owned Enterprise: if its establishing Act or Decree already contains all the information that the Companies Act requires in a memorandum, that instrument serves as its memorandum. In that situation, a separate memorandum does not need to be maintained.
Provision references
(a) Every company shall have a Memorandum of Association.
(b) Notwithstanding subsection (a), where the Act or Decree establishing a State-Owned Enterprise contains the information required under this Act to be included in a Memorandum of Association, that Act or Decree shall be treated as the Memorandum of Association of the company, and the company shall not be required to maintain a separate Memorandum of Association.
Section 40 — Information to be Included in the Memorandum of Association
Overview of the provision
The information every memorandum needs
This provision requires every memorandum to identify the company's name, registered address and type. It must also record the share-capital structure at registration, the number and any classes of shares, and the initial members with the number and proportion of shares allotted to or agreed to be taken by each. The extent of members' liability for company debts must be stated as well.
Additional requirements by company type
A private company's memorandum must say whether it adopts the Registrar's model articles and must state any particular objects it has elected to specify under section 41(b). For a public company, the memorandum must additionally identify its intended securities, arrangements for maintaining the members' register, objects, any further information required by the regulations and securities authority, and whether foreign parties may subscribe for its securities.
Provision references
(a) The Memorandum of Association of a company shall state— (1) the name of the company;
(a) The Memorandum of Association of a company shall state— (2) the registered address of the company;
(a) The Memorandum of Association of a company shall state— (3) the type of company;
(a) The Memorandum of Association of a company shall state— (4) particulars of the composition of the share capital of the company at the time of registration, the number of shares and, where applicable, particulars of the different classes of shares;
(a) The Memorandum of Association of a company shall state— (5) particulars of the members to whom shares are allotted at the time of registration, including the number and proportion of shares allotted to, or agreed to be taken by, each member; and
(a) The Memorandum of Association of a company shall state— (6) the extent of the liability of the members for the debts of the company.
(b) In addition to the matters specified in subsection (a), the Memorandum of Association of every private company shall state— (1) whether the company has determined, under section 46(b) of this Act, that its Articles of Association shall be the model articles formulated by the Registrar under section 46(a) of this Act; and (2) where the company has elected to specify particular objects under section 41(b) of this Act, those objects.
(c) In addition to the matters specified in subsection (a), the Memorandum of Association of every public company shall state— (1) the types of securities that the company intends to issue; (2) the manner in which the register of members is to be maintained; (3) the objects of the company; (4) any other information prescribed by regulations made under this Act and by the authority responsible for enforcing the Maldives Securities Act; and (5) whether the company is one in which foreign parties may subscribe for securities.
Section 41 — Objects of the Company
Overview of the provision
This provision gives a company a broad starting point: unless its memorandum specifies particular objects or prohibits certain objects, it may carry on activities that the law does not prohibit. A company may nevertheless choose to set out particular objects. Once it does so, changing them requires the section 42 procedure. State-Owned Enterprises and local authority companies do not have the same choice to leave their objects unspecified; they must state particular objects in their memoranda. A foreign investment company must state the businesses and activities authorised for it under the Foreign Investment Act. Its memorandum must therefore reflect the scope of that authorisation.
Provision references
(a) Unless specific objects are stated, or certain objects are prohibited, in its Memorandum of Association, a company is authorised to carry on any activity not prohibited by law.
(b) Notwithstanding subsection (a), a company may determine and specify particular objects in its Memorandum of Association.
(c) Where specific objects are stated in the Memorandum of Association, those objects may be amended only in accordance with the procedure prescribed in section 42 of this Act.
(d) Notwithstanding subsection (a), every State-Owned Enterprise and local authority company must determine and specify particular objects in its Memorandum of Association.
(e) Notwithstanding subsection (a), a foreign investment company must specify in its Memorandum of Association the businesses and activities authorised for that company under the Foreign Investment Act of the Maldives.
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.
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.