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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
The company keeps the section 123 register at its registered office, including five-year former-director history. Directors bear responsibility for maintenance; offence exposure can attach to company and directors. Director or Managing Director changes are notified within 15 days. A late filing does not by itself invalidate an otherwise valid change. After the 2024 amendment, a Registrar-directed appointment under section 126 has a ten-day period.
Step-by-step procedure
- Complete the valid internal appointment/removal first.
- Update the director register on the effective date.
- Assemble resolution, details and notarised declaration.
- File within 15 days and respond to rectification requests.
- Monitor any Registrar direction and the shorter ten-day cure period.
Documents and evidence
- Register of Directors
- Resolution and effective-date evidence
- Notarised consent/qualification declaration
- Identity/address particulars
- Filing and acceptance record
Points requiring care
Particular care is needed to avoid backdating a register entry to match a later portal filing, as well as confusing the ordinary 15-day change filing with a ten-day Registrar direction.
Related Act provisions
Section 123 — Register of Directors
Overview of the provision
This provision requires a directors' register at the registered office. It must record each director's name, permanent and service addresses, relevant identity-card or nationality and passport details, appointment date, company shareholdings, and appointment or election and removal or resignation dates. The same information must be retained for everyone who served during the preceding five years. If the company has just one director, the register must expressly say so as well as recording that person's particulars.
Provision references
(a) Every company shall maintain a Register of Directors at its registered office.
(b) The Register of Directors shall contain— (1) the name, permanent address and service address of each director; (2) in the case of a Maldivian citizen, the National Identity Card number and, in the case of a non-citizen, the nationality and passport number; (3) the date of appointment as a director; (4) particulars of any shares held by the director in the company; (5) the dates of appointment or election and removal or resignation from office; and (6) the information specified in paragraphs (1) to (5) in respect of every person who served as a director of the company during the preceding 5 years.
(c) In the case of a company having only one director, the Register of Directors shall, in addition to the information relating to the sole director, contain a statement that the company has only one director.
Section 124 — Responsibility for Maintaining the Register of Directors
Overview of the provision
This provision makes the directors responsible for keeping the section 123 directors' register and recording changes properly. Failure to maintain it as required is an offence by both the company and every director, with action under Chapter Fifteen. The statutory responsibility therefore rests with the board as well as the company itself.
Provision references
(a) The directors of a company are responsible for maintaining the Register of Directors in accordance with section 123 of this Act and for recording and maintaining any changes relating to the directors in accordance with that section.
(b) Where the Register of Directors is not maintained in accordance with subsection (a), an offence is committed by— (1) the company; and (2) every director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
Section 125 — Notifying the Registrar of Changes to Directors
Overview of the provision
Recording a director or Managing Director change
This provision requires notification of a change in directors or Managing Director within 15 days of the change, with particulars submitted for registration through the regulatory procedure. The submission must identify each new appointee, their addresses and appropriate identity details, and include the members' appointment, designation or removal resolution. It must also include each new appointee's notarised acceptance and section 115 eligibility declaration, and any further prescribed information. When the requirements are met, the Registrar must register the change and notify the company.
Corrections and late submissions
If the Registrar reasonably believes the submission conflicts with the Act, regulations or articles, the Registrar may direct correction and resubmission within a reasonable period prescribed by regulations. Failure to meet the initial deadline or the correction direction is an offence by the company under Chapter Fifteen. Late initial notification does not by itself invalidate a change otherwise made in accordance with the Act and articles. The filing breach must therefore be distinguished from the validity of the appointment or other change.
Provision references
(a) Where any change occurs in the persons serving as directors or in the person serving as Managing Director of a company, the change must be notified to the Registrar within 15 days of its occurrence. The particulars of the persons concerned must also be submitted to the Registrar for registration in the register specified in section 231 of this Act, 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 National Identity Card number of each newly appointed or designated director or Managing Director or, in the case of a person who is not a Maldivian citizen, that person’s nationality and passport number or national identification number issued by that person’s country;
(b) A submission to the Registrar under subsection (a) must be accompanied by— (2) the resolution containing the decision of the members to appoint, designate or remove the director or Managing Director;
(b) A submission to the Registrar under subsection (a) must be accompanied by— (3) a notarised declaration by each newly appointed or designated director or Managing Director stating that the person accepts the appointment and satisfies the qualifications for acting as a director under section 115 of this Act; and
(b) A submission to the Registrar under subsection (a) must be accompanied by— (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 changes relating to the directors or Managing Director of the company 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 contravenes 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 by the Registrar 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 relating to the directors or Managing Director of the company. Where the change has been made in accordance with this Act and the Articles of Association of the company, the change remains valid.
Section 126 — Registrar’s Direction to Appoint Directors
Overview of the provision
This provision enables the Registrar to direct a company to restore the minimum board required by section 113, including where someone reports the shortfall. On receiving a direction, the company must appoint the required directors within ten days and submit the section 125(b) information. The same ten-day appointment and information requirement applies to a direction to appoint a missing Managing Director under section 114. Failure to comply within the relevant period is an offence by the company under Chapter Fifteen.
Provision references
(a) Where at any time a company does not have the number of directors required under section 113 of this Act, or the Registrar is notified by any person that the company does not have the required number of directors, the Registrar may direct the company to appoint the number of directors required under that section. Where such a direction is given, the company must appoint the required number of directors within 10 days after receipt of the direction and submit to the Registrar the information specified in section 125(b) of this Act.
(b) Where at any time a company does not have a Managing Director as required under section 114 of this Act, or the Registrar is notified by any person that the company does not have a Managing Director, the Registrar may direct the company to appoint a Managing Director in accordance with that section. Where such a direction is given, the company must appoint a Managing Director in accordance with section 114 within 10 days after receipt of the direction and submit to the Registrar the information specified in section 125(b) of this Act.
(c) Where a company fails to comply with subsection (a) or (b) within the period specified in the relevant subsection, the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
Section 127 — Application to Court for Appointment of Directors
Overview of the provision
This provision gives a member or creditor a court route when the company lacks the required number of directors and appointments cannot be made through the Act and constitution. If the Court considers an appointment in the company's best interests, it may appoint a director for the period and on the conditions it considers appropriate. The inability to use the ordinary appointment procedure and the company's interests are therefore central to this remedy.
Provision references
(a) Where a company does not have the number of directors required under section 113 of this Act, and directors cannot be appointed in accordance with this Act and the Constitution of the company, any member or creditor of the company may apply to the Court for the appointment of a director.
(b) Upon an application under subsection (a), where the Court considers that the appointment is in the best interests of the company, the Court may appoint a director of the company for such period or subject to such conditions as the Court considers appropriate.
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.