Directors, governance and secretary
1–10 of 10 practice notes
43. Board composition and Managing Director
Every company needs a Managing Director; minimum director numbers vary by company type and the constitution or constituting law may require more.
Subject: Directors, governance and secretary
Act references: s. 113; s. 114
Key point: Private companies require at least one director, public companies at least two, and Government/local authority companies at least three.
44. Director eligibility, nationality and residence
Eligibility involves age, disqualification, nationality, residence, incompatible offices and a written consent/declaration.
Subject: Directors, governance and secretary
Act references: s. 115; s. 116; s. 117; s. 118; s. 244; s. 251
Key point: A director must be at least 18 and must not fall within section 115(b)'s bankruptcy, conviction, unpaid-fine, auditor, liquidator or other prohibition categories.
45. Appointment, removal, resignation and vacancy
Director changes must satisfy the Articles, preserve minimum governance and be followed by internal and Registrar records.
Subject: Directors, governance and secretary
Act references: s. 119; s. 120; s. 121; s. 122
Key point: Initial directors take office on registration; later appointments generally follow member decisions unless the Articles confer a nomination power.
46. Register of Directors and change filings
The internal Register of Directors, legal effective date and Registrar record must be managed as separate but connected records.
Subject: Directors, governance and secretary
Act references: s. 123; s. 124; s. 125; s. 126; s. 127
Key point: The company keeps the section 123 register at its registered office, including five-year former-director history.
47. Board powers, delegation and authority
The board manages the company within the Act and constitution; delegation does not automatically release directors from responsibility.
Subject: Directors, governance and secretary
Act references: s. 57; s. 128; s. 129
Key point: Board powers are exercised within the Act and constitution.
48. Directors' duties and standard of conduct
Directors owe a statutory standard of skill, care, good faith, independent judgment, conflict avoidance, disclosure and accountability.
Subject: Directors, governance and secretary
Act references: s. 119; s. 128; s. 129; s. 130; s. 131; s. 132; s. 133
Key point: Section 130 requires the skill and care of a reasonable person in similar circumstances.
49. Conflicts, interests and misuse of information
Conflict management is an active process: identify, disclose, decide participation, document safeguards and monitor changes.
Subject: Directors, governance and secretary
Act references: s. 130; s. 131; s. 132
Key point: Directors must avoid conflicts, reject third-party benefits and disclose personal interests in company transactions.
50. Loans, guarantees and loss-of-office payments
The Act restricts specified loans and guarantees by non-private companies and regulates compensation connected with a director leaving office.
Subject: Directors, governance and secretary
Act references: s. 134; s. 135
Key point: Section 134 applies to a company other than a private company and prohibits the identified director-related loans/guarantees, subject to the licensed financial-services exception.
51. Board meetings, quorum and decisions
Every company holds at least four board meetings a year; quorum, voting, written decisions and electronic procedure are governed by the Act and Articles.
Subject: Directors, governance and secretary
Act references: s. 136; s. 137; s. 138; s. 139; s. 140
Key point: At least four board meetings are held each year.
52. Company Secretary
Private companies are generally exempt; other company types require a qualified Company Secretary and timely change filings.
Subject: Directors, governance and secretary
Act references: s. 141; s. 142; s. 143; s. 144; s. 145; s. 146
Key point: Every company other than a private company must always have a Company Secretary.
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.