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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
At least four board meetings are held each year. Default quorum is more than 50% of directors in office, subject to a higher Articles rule and the single-director exception. At a meeting, decisions are by majority of directors present; written/circular decisions require more than 50% of all directors in office unless the Articles require more. Each director present has one vote. Electronic meetings and decisions are permitted in the manner specified in the constitution.
Step-by-step procedure
- Calendar four substantive meetings.
- Give notice under the Articles and circulate papers.
- Check conflicts and quorum before each item.
- Record vote and authority precisely.
- For circular/electronic action, preserve authentication and the correct total-board denominator.
Documents and evidence
- Annual board calendar
- Notice/agenda/papers
- Attendance and conflict record
- Signed minutes
- Circular resolution/electronic audit trail
Points requiring care
Particular care is needed to avoid using directors present as the denominator for a circular resolution, as well as counting a conflicted or ineligible director without checking quorum consequences.
Related Act provisions
Section 136 — Board Meetings
Overview of the provision
This provision requires at least four board meetings in every year. It also requires a meeting to be convened when a director submits a proposal to the chair requesting individual notice to the other directors for a reasonable period or the period in the articles. The annual minimum therefore sits alongside a director's ability to initiate an additional meeting through that procedure.
Provision references
(a) Every company shall hold a meeting of its Board of Directors at least 4 times in every year.
(b) A meeting of the Board of Directors shall be convened at the request of a director where the director submits a proposal to the chairperson of the Board requesting that notice of the meeting be given individually to the other directors for a reasonable period or for the period specified in the Articles of Association.
Section 137 — Chairperson of the Board of Directors
Overview of the provision
This provision normally allows members to designate a director other than the Managing Director as board chair, unless the constitution provides otherwise. The chair also presides over member meetings. The role includes convening board and member meetings on proposals from directors or the Managing Director, keeping proceedings to the agenda and ensuring directors can deliberate. If the chair attends a board meeting, the chair presides; if absent, the directors present may choose one of themselves. The section does not apply to a company with only one director.
Provision references
(a) Unless otherwise provided in the Constitution of the company, a director other than the Managing Director may be designated as chairperson of the Board of Directors by a decision of the members to preside over meetings of the Board.
(b) The chairperson of the Board of Directors shall also preside over meetings of the members of the company.
(c) The responsibilities of the chairperson are— (1) to convene meetings of the Board and meetings of members on the basis of proposals submitted by the directors or Managing Director; (2) to ensure that the proceedings of meetings are conducted in accordance with the agenda; and (3) to ensure that directors are given an opportunity to deliberate at meetings.
(d) Where the chairperson is present at a meeting of the Board, the chairperson shall preside over the meeting. Where the chairperson is absent, the directors present may appoint one of their number to preside over the meeting.
(e) This section does not apply to a company having only one director.
Section 138 — Quorum for Board Meetings
Overview of the provision
This provision sets the board-meeting quorum at more than half of the directors currently in office. The calculation uses the whole current board, not just those who choose to attend. The articles may require a higher number. The section does not apply where the company has only one director.
Provision references
(a) The quorum for a meeting of the Board of Directors is more than 50% of the total number of directors for the time being in office.
(b) Nothing in subsection (a) prevents the Articles of Association of the company from requiring a higher number of directors to constitute a quorum.
(c) This section does not apply to a company having only one director.
Section 139 — Decisions of the Board of Directors
Overview of the provision
This provision gives each director present one vote and requires a majority of the directors present for a decision at a board meeting. A decision without a meeting needs support from more than half of all directors currently in office. The articles may set a higher majority for either route. Where there is only one director, that director's signed resolution counts as the board decision the Act requires. The applicable approval test therefore depends on how the decision is taken and whether the articles increase it.
Provision references
(a) At a meeting of the Board of Directors, each director present has one vote.
(b) A decision of the directors at a meeting of the Board shall be made by a majority of the directors present at the meeting.
(c) Notwithstanding subsection (b), a decision of the Board of Directors may be made without a meeting if supported by more than 50% of the total number of directors for the time being in office.
(d) Nothing in subsection (b) or (c) prevents the Articles of Association of the company from requiring a higher majority than that specified in the relevant subsection for a decision of the Board of Directors.
(e) Where this Act requires a decision of the directors, in the case of a company having only one director, a resolution signed by that director shall be treated as a decision of the Board of Directors.
Section 140 — Meetings and Decisions by Electronic Means
Overview of the provision
This provision permits board meetings and decisions by electronic means in the manner determined and specified in the constitution. The Act therefore accommodates electronic decision-making while directing the company to its constitutional arrangements for how it is carried out.
Provision references
Nothing in this Act prevents meetings of the Board of Directors from being held, or decisions of the Board from being made, by electronic means in the manner determined and specified in the Constitution of the company.
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.