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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Company Secretary
Private companies are generally exempt; other company types require a qualified Company Secretary and timely change filings.
Explanation and core rules
Every company other than a private company must always have a Company Secretary. The secretary is an officer with statutory duties and qualification requirements. Appointment/removal follows the Act and constitution. Changes are notified to the Registrar under section 145. The Private Companies Regulation removed legacy private-company secretaries from the register.
Step-by-step procedure
- Confirm whether the company type requires a secretary.
- Check nationality/qualification requirements and obtain consent.
- Define responsibility for filings, minutes and registers.
- Approve and record any change.
- File within the applicable period and prevent a vacancy.
Documents and evidence
- Secretary consent/declaration
- Appointment/removal resolution
- Officer register
- Registrar filing
- Role and compliance calendar
Points requiring care
Particular care is needed to avoid continuing to demand a private-company secretary signature solely from old practice, as well as treating appointment of a secretary as transferring directors' statutory responsibility.
Related Act provisions
Section 141 — Company Secretary
Overview of the provision
This provision requires every company other than a private company to have a Company Secretary at all times. The secretary is a company officer and must comply with the duties and obligations the Act places on that office. The appointment is therefore a continuing governance requirement for the company types covered.
Provision references
(a) Every company, other than a private company, shall at all times have a Company Secretary.
(b) The Company Secretary is an officer of the company and shall comply with all duties and obligations imposed on the Secretary under this Act.
Section 142 — Qualifications of the Secretary
Overview of the provision
This provision allows an individual to act as secretary if aged at least 18, ordinarily resident in the Maldives, not a director of that company and qualified under the director-eligibility rules in section 115. Alternatively, the secretary may be a Maldivian law, accountancy or audit firm, provided it has not been declared bankrupt or designated for dissolution. The eligibility conditions therefore differ according to whether the proposed secretary is an individual or a firm.
Provision references
A Company Secretary must satisfy the following qualifications— (a) where the Company Secretary is an individual— (1) the person must have attained 18 years of age; (2) the person must be ordinarily resident in the Maldives; (3) the person must not be a director of the company; and (4) the person must satisfy the qualifications applicable to directors under section 115 of this Act;
A Company Secretary must satisfy the following qualifications— (b) where the Company Secretary is a firm— (1) the firm must be a law firm, accountancy firm or audit firm established in the Maldives; and (2) the firm must not have been declared bankrupt or designated for dissolution.
Section 143 — Responsibilities of the Secretary
Overview of the provision
This provision makes the secretary responsible for supporting operation in accordance with the Act, regulations and constitution, and for informing and guiding directors about their legal responsibilities. Under board direction, the secretary organises and manages board and general meetings and prepares and maintains their minutes. The role includes signing and providing documents needed to authenticate or establish company decisions, and preparing and submitting statutory filings under board direction. The secretary also communicates with the Registrar and maintains the statutory registers, records and other required documents. The office brings together governance support, evidence of decisions and regulatory administration.
Provision references
The Company Secretary is responsible for— (a) ensuring that the company is operated in accordance with this Act, regulations made under it and the Constitution of the company;
The Company Secretary is responsible for— (b) informing the directors of their legal responsibilities and providing them with appropriate guidance in relation to those responsibilities;
The Company Secretary is responsible for— (c) organising, planning, conducting and managing meetings of the Board of Directors and general meetings under the direction of the Board of Directors;
The Company Secretary is responsible for— (d) preparing and maintaining the minutes of meetings of the Board of Directors and general meetings;
The Company Secretary is responsible for— (e) signing and providing any other documents necessary for the authentication, verification or establishment of any decision made by the company, the Board of Directors or the members;
The Company Secretary is responsible for— (f) preparing documents required by law to be submitted to the Registrar and submitting them under the direction of the Board of Directors;
The Company Secretary is responsible for— (g) communicating with the Registrar on matters relating to the company under this Act; and
The Company Secretary is responsible for— (h) preparing and maintaining the registers, records and other documents of the company required to be kept under this Act.
Section 144 — Appointment and Removal of the Secretary
Overview of the provision
This provision gives the board responsibility for appointing and removing the secretary through the procedure in the articles. The first secretary is appointed on registration: a person named as secretary in the registration application is treated as appointed at that point. Initial appointment therefore follows from the registration documents, while later changes follow the board procedure.
Provision references
(a) The Company Secretary shall be appointed and removed by the Board of Directors in accordance with the procedure specified in the Articles of Association of the company.
(b) The first Company Secretary shall be appointed upon registration of the company. A person specified as the Company Secretary in the application for registration shall be deemed to have been appointed as the first Company Secretary upon registration of the company.
Section 145 — Notification to the Registrar upon Change of Secretary
Overview of the provision
Filing a secretary change
This provision requires a secretary change to be notified within 15 days and its particulars submitted for registration under the regulatory procedure. The package includes the new secretary's name, addresses and applicable identity or registration details, the board's change resolution, a notarised acceptance and section 115 eligibility declaration, and any further prescribed information. Once the requirements are met, the Registrar must register the change and notify the company.
Corrections and non-compliance
The Registrar may require a submission believed to conflict with the Act, regulations or articles to be corrected and resubmitted within the reasonable period prescribed by regulations. Missing the initial deadline or a correction deadline is an offence by the company under Chapter Fifteen. However, lateness in the initial notification does not alone invalidate a change otherwise made under the Act and articles. Filing compliance and the validity of the underlying change remain distinct.
Provision references
(a) Where any change is made to the Company Secretary, the change must be notified to the Registrar within 15 days of its occurrence. The particulars relating to the change must also be submitted to the Registrar for registration in the register in the manner prescribed by regulations made under this Act.
(b) A submission to the Registrar under subsection (a) must be accompanied by— (1) the name, permanent address, service address and Maldivian National Identity Card number or registration number of the newly appointed Secretary or, if the Secretary is not a Maldivian citizen, the nationality and passport number or national identification number issued by that country; (2) the resolution containing the decision of the Board of Directors to change the Company Secretary; (3) a notarised declaration by the newly appointed Secretary stating acceptance of the appointment and confirming that the qualifications specified in section 115 of this Act are satisfied; and (4) any other information prescribed by regulations made under 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 change in the Company Secretary 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 that conflicts with this Act, regulations made under it or any provision of the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit it. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the matter.
(e) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to rectify and resubmit within the period specified under subsection (d), the company commits an offence. Action shall be taken against the company 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, invalidate a change made to the Company Secretary. Where the change has been made in accordance with this Act and the Articles of Association of the company, the change remains valid.
Section 146 — Registrar’s Direction to Appoint a Secretary
Overview of the provision
This provision enables the Registrar to direct the appointment of a required Company Secretary where the office is vacant, including when the vacancy is reported to the Registrar. The company must appoint within 30 days after receiving the notice and submit the section 145(b) information. Failure to comply in that period is an offence by the company under Chapter Fifteen.
Provision references
(a) Where a company does not have a Company Secretary as required by this Act, or the Registrar is notified that the company does not have a Company Secretary, the Registrar may direct the company to appoint a Company Secretary. Where such a direction is given, the company must appoint a Company Secretary within 30 days after receipt of the notice and submit to the Registrar the information specified in section 145(b) of this Act.
(b) Where a company fails to comply with subsection (a) within the period specified in that subsection, the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
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.