Dissolution, winding up and restoration
1–11 of 11 practice notes
82. Three routes to dissolution
A company may be dissolved voluntarily, by Court order or by Registrar determination; the correct route depends on solvency, disputes, inactivity and purpose.
Subject: Dissolution, winding up and restoration
Act references: s. 195
Key point: Section 195 identifies company, Court and Registrar routes.
83. Voluntary decision and commencement
Voluntary dissolution begins with a Board proposal, special member approval and liquidator appointment, followed by restricted business and a final general meeting.
Subject: Dissolution, winding up and restoration
Act references: s. 196; s. 197; s. 198
Key point: The Board first resolves to propose dissolution and members approve by special resolution.
84. Liquidator, claims and control during winding up
Once winding up starts, the liquidator controls funds, keeps accounts, protects property, recovers debts, handles claims and seeks Court resolution where necessary.
Subject: Dissolution, winding up and restoration
Act references: s. 199; s. 200; s. 201; s. 202; s. 203; s. 213
Key point: Section 200 makes a share transfer void if it occurs after winding up commences under section 196(c) without the liquidator's prior approval. That express reference must not be expanded into a universal rule for every court winding-up route.
85. Liquidator qualification and independence
A liquidator must have capacity and independence from the company, its debts, members, directors, officers, employees and specified connected persons.
Subject: Dissolution, winding up and restoration
Act references: s. 196; s. 199; s. 209; s. 213; s. 214
Key point: The liquidator must be capable of conducting the winding up.
86. Priority of payments and distributions
Winding-up expenses and remuneration precede the statutory debt order, followed by State debts, specified employee wages and equal treatment of remaining creditors from remaining funds.
Subject: Dissolution, winding up and restoration
Act references: s. 204; s. 213
Key point: Winding-up expenses and liquidator remuneration are paid first.
87. Final accounts and removal from register
Completion requires final accounts, the appropriate member or Court process, a timely removal application and public register consequences.
Subject: Dissolution, winding up and restoration
Act references: s. 198; s. 205; s. 206; s. 215
Key point: A voluntary liquidator presents detailed final accounts to a general meeting.
88. Registrar dissolution after inactivity
After two years on the inactive register, the Registrar determines dissolution, publishes for claims and refers the matter to Court if a claim is submitted.
Subject: Dissolution, winding up and restoration
Act references: s. 207; s. 208
Key point: The two-year period runs from entry in the inactive register under section 208.
89. Court winding up
The Court may wind up on special resolution, qualifying interested-party application or proof of unlawful business and appoints the person conducting the process.
Subject: Dissolution, winding up and restoration
Act references: s. 195; s. 203; s. 204; s. 205; s. 209; s. 210; s. 211; s. 212; s. 213; s. 214
Key point: Standing under section 209 includes a member, director, creditor or other interested person for the stated best-interests grounds.
90. Administrative restoration
Restoration is limited in purpose, standing and company activity; it does not simply revive ordinary business.
Subject: Dissolution, winding up and restoration
Act references: s. 216
Key point: Applicants include the Government, a person who commenced legal proceedings, or members representing 75% of shares at dissolution in the stated circumstances.
91. Property discovered after dissolution
Former members or the person holding/due to deliver property may seek a Court order when company property emerges after dissolution.
Subject: Dissolution, winding up and restoration
Act references: s. 217
Key point: Every person who was a member at dissolution may apply in the circumstances stated.
92. Ending a foreign re-registration
A foreign company applies to cancel re-registration when Maldives operations end, authorisation expires/is revoked, or the company decides to dissolve.
Subject: Dissolution, winding up and restoration
Act references: s. 37; s. 195; s. 215
Key point: The section 37 cancellation triggers are cessation, authorisation expiry/revocation and dissolution decision.
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.