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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Model Articles: adoption and limits
Model Articles can reduce drafting friction, but their suitability depends on ownership, investment rights and the intended transaction lifecycle.
Explanation and core rules
The Act provides for Model Articles for private and local authority companies. Adoption and later amendments follow the Act and Regulation. The Private Companies Regulation provides a three-day submission period for the special resolution adopting Model Articles after incorporation. Model terms should be reviewed against shareholder agreements and regulated activities.
Step-by-step procedure
- Obtain the current official Model Articles.
- Compare every clause with the intended governance deal.
- Adopt in the correct manner.
- If adoption is after incorporation, file the special resolution within the applicable regulatory period.
- Record bespoke departures in a comparison schedule.
Documents and evidence
- Current Model Articles
- Gap analysis
- Special resolution
- Adoption filing
- Consolidated constitution
Points requiring care
Particular care is needed to avoid assuming a standard model contains transaction-specific minority protection or exit rights, as well as missing the special post-incorporation filing deadline described by the Regulation.
Related Act provisions
Section 46 — Formulation of Model Articles of Association for Private Companies
Overview of the provision
This provision requires the Registrar to prepare model articles for private companies and prescribe them through regulations. A private company may choose those articles either when it registers or later. At registration, it makes that choice by stating it in the memorandum. After registration, the members must approve the choice by special resolution and submit the decision to the Registrar. The timing of the choice therefore determines how it is documented.
Provision references
(a) The Registrar shall formulate model Articles of Association for private companies and prescribe them by regulations made under this Act.
(b) At the time of registration of a private company, or at any time thereafter, the company may determine to adopt the model Articles of Association specified in this section as its Articles of Association.
(c) A determination referred to in subsection (b) shall be made— (1) at the time of registration, by stating in the Memorandum of Association that the Articles of Association of the company shall be the model Articles of Association specified in this section; or
(c) A determination referred to in subsection (b) shall be made— (2) at any time after registration, by a special resolution of the members determining that the Articles of Association of the company shall be the model Articles of Association specified in this section, and by submitting the determination to the Registrar.
Section 47 — Application of Model Articles of Association to Companies
Overview of the provision
This provision explains which articles govern a company: one that elects under section 46(b) follows the prescribed model articles, while other companies follow their own articles prepared under the Act. A company may later leave the model-articles arrangement, but the change takes effect only when its members pass a special resolution revoking the election, adopt their own section 44 articles, and submit those articles for registration and obtain registration. Merely deciding that different articles would be preferable does not complete that process.
Provision references
(a) Every company that has made a determination under section 46(b) of this Act shall be governed by the model Articles of Association prescribed by the Registrar by regulations made under section 46(a) of this Act.
(b) A company other than a company specified in subsection (a) shall be governed by its own Articles of Association formulated in accordance with this Act.
(c) A company that has made a determination under section 46(b) of this Act may, at any time, decide to revoke that determination and formulate its own Articles of Association. Such a decision takes effect when the company— (1) passes a special resolution of its members revoking the determination made under section 46(b); (2) adopts its own Articles of Association in accordance with section 44 of this Act; and (3) submits the Articles of Association to the Registrar and they are registered in the register of companies.
Section 48 — Amendment to Model Articles of Association
Overview of the provision
This provision allows the Registrar to amend model articles through an amendment to the relevant regulations, consistently with this section, published in the Government Gazette. The change takes effect 90 days after publication. A company following the model articles that does not want the amended version must use section 47(c) to adopt and register its own articles within that 90-day period. If it does not, the amended model articles apply when the period ends. The company may still use section 47(c) afterwards to move to its own articles. The deadline determines which articles apply in the meantime; it does not permanently remove the option to change.
Provision references
(a) The model Articles of Association specified in section 46 of this Act may be amended by the Registrar by amending the regulations referred to in section 46(a), in a manner not inconsistent with this section, and publishing the amendment in the Government Gazette.
(b) An amendment made to the regulations referred to in section 46(a) in accordance with subsection (a) of this section shall take effect 90 days after the date of its publication in the Government Gazette.
(c) Where the model Articles of Association are amended in accordance with subsections (a) and (b), a company that has made a determination under section 46(b) and does not wish to be governed by the amended model Articles of Association shall act in accordance with section 47(c), formulate its own Articles of Association and register them within the period specified in subsection (b) of this section.
(d) Where a company fails to formulate and register its own Articles of Association in accordance with subsection (c), the amended model Articles of Association shall apply to that company upon the expiry of the period specified in subsection (b).
(e) Notwithstanding subsection (d), a company to which that subsection applies may, at any time, act in accordance with section 47(c) of this Act.
Section 49 — Formulation of Model Articles of Association for Local Authority Companies
Overview of the provision
This provision requires the Registrar to prepare model articles for local authority companies in consultation with the Local Government Authority and prescribe them by regulation. The principles in sections 46–48 governing adoption, application and amendment of private-company model articles also apply to the local-authority model articles. Those sections therefore need to be read alongside this requirement.
Provision references
The Registrar shall, in consultation with the Local Government Authority, formulate model Articles of Association for local authority companies and prescribe them by regulations made under this Act. The principles specified in sections 46, 47 and 48 of this Act relating to model Articles of Association for private companies shall apply to matters relating to model Articles of Association for local authority companies.
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.