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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
Standing under section 209 includes a member, director, creditor or other interested person for the stated best-interests grounds. Grounds include inability to pay, repeated statutory default, another sufficient reason, or unlawful business. The Court appoints the winding-up person and orders delivery of financial, asset, creditor and security information. The Court notifies the Registrar within seven days; the appointee publishes commencement. Business then continues only as needed for winding up.
Step-by-step procedure
- Establish standing, ground and evidence.
- Assess urgent preservation/interim orders.
- Prepare verified financial, creditor, asset and security evidence.
- Seek appointment of an independent qualified person.
- After the order, publish, secure assets, adjudicate claims and report to Court.
Documents and evidence
- Demand/default and solvency evidence
- Petition/application and affidavits
- Asset/liability/creditor/security schedules
- Appointment order
- Publication
- Liquidator reports/final accounts
Points requiring care
Particular care is needed to avoid using winding up as pressure without evidencing a statutory ground, as well as asset dissipation while parties litigate control before an appointee secures property.
Related Act provisions
Section 195 — Methods of Dissolving a Company
Overview of the provision
This provision identifies three routes to dissolution of a registered company: a company decision, a court order or a Registrar determination. The rest of the Chapter supplies the procedures and conditions for those different routes.
Provision references
A company registered under this Act may be dissolved— (a) by a determination of the company to dissolve;
A company registered under this Act may be dissolved— (b) by an order of the Court; or
A company registered under this Act may be dissolved— (c) by a determination of the Registrar.
Section 203 — Submission to Court for Dispute Resolution
Overview of the provision
This provision requires an unresolved company matter encountered by the liquidator to be put before the Court and dealt with according to its decision. Where the liquidator cannot resolve the issue, the statutory route is therefore judicial determination rather than leaving it unresolved within the winding up.
Provision references
Where a liquidator appointed for the winding up of a company encounters a matter relating to the company that cannot be resolved, the matter shall be submitted to the Court and resolved in accordance with the decision of the Court.
Section 204 — Order of Priority for Payment of Company Debts
Overview of the provision
This provision sets the stated payment order for winding up under sections 196 or 209, after winding-up expenses and the appointee's remuneration have been paid. Amounts due to the State or a state institution come first. Next come three months' wages for non-director employees employed during the three months immediately before the court winding-up order or the board decision proposing a winding-up special resolution. If money remains, other company debts are paid with equal treatment of those creditors. Both the employee period and the point from which it is measured are part of that priority rule.
Provision references
In the winding up of a company under section 196 or 209 of this Act, after payment of the expenses incurred in the winding up and the remuneration of the person appointed to carry out the winding up, the debts of the company shall be paid in the following order of priority— (a) all monies due to the State or any State institution; (b) 3 months’ wages due to employees of the company, other than directors, who were employed during the 3 months immediately preceding the date of the Court order for winding up or the date on which the Board of Directors decided to propose a special resolution for winding up; and (c) where funds remain after payment of the debts specified in paragraphs (a) and (b), all other debts of the company, with all creditors being treated equally in the settlement of those debts.
In the winding up of a company under section 196 or 209 of this Act, after payment of the expenses incurred in the winding up and the remuneration of the person appointed to carry out the winding up, the debts of the company shall be paid in the following order of priority— (a) all monies due to the State or any State institution;
In the winding up of a company under section 196 or 209 of this Act, after payment of the expenses incurred in the winding up and the remuneration of the person appointed to carry out the winding up, the debts of the company shall be paid in the following order of priority— (b) 3 months’ wages due to employees of the company, other than directors, who were employed during the 3 months immediately preceding the date of the Court order for winding up or the date on which the Board of Directors decided to propose a special resolution for winding up; and
In the winding up of a company under section 196 or 209 of this Act, after payment of the expenses incurred in the winding up and the remuneration of the person appointed to carry out the winding up, the debts of the company shall be paid in the following order of priority— (c) where funds remain after payment of the debts specified in paragraphs (a) and (b), all other debts of the company, with all creditors being treated equally in the settlement of those debts.
Section 205 — Final Accounts
Overview of the provision
This provision requires a voluntary liquidator appointed under section 196(b) to prepare final accounts, present them at the section 198 general meeting and explain the winding-up work to members. A person appointed by the Court under section 209(b) instead prepares the accounts and work particulars for the Court. The reporting destination therefore follows the route by which the winding up was conducted.
Provision references
(a) A liquidator appointed under section 196(b) of this Act shall, upon completion of the winding up, prepare accounts for presentation at the general meeting specified in section 198 of this Act. The liquidator shall present those accounts to the general meeting and provide the members with particulars of the work carried out in relation to the winding up.
(b) A person or persons appointed under section 209(b) of this Act shall, upon completion of the winding up, prepare accounts for submission to the Court and shall provide the Court with particulars of the work carried out in relation to the winding up.
Section 209 — Winding Up by the Court
Overview of the provision
This provision allows the Court to wind up a company that has passed a special resolution requesting court winding up. It also permits an order on an application by a member, director, creditor or other interested person where the Court considers winding up best for all parties because of inability to pay debts, repeated statutory defaults or another reason. Proven unlawful business is a further ground. If the Court considers winding up appropriate, it must appoint someone to conduct it and order the company to supply its balance sheet, assets and liabilities, creditor names and addresses, and details of assets pledged for debts.
Provision references
(a) The Court may order the winding up of a company where— (1) the company has resolved by special resolution that it be wound up by the Court;
(a) The Court may order the winding up of a company where— (2) upon an application by a member, director, creditor or other interested person, the Court determines that winding up is in the best interests of all parties by reason of the company’s inability to pay its debts, repeated failure to fulfil statutory obligations or any other reason; or
(a) The Court may order the winding up of a company where— (3) it is proved to the Court that the business carried on by the company is unlawful.
(b) Where an application for winding up is made under subsection (a), and the Court considers it appropriate to wind up the company, the Court shall appoint a person or persons to carry out the winding up. The Court shall also order the company to provide the appointed person or persons with— (1) its balance sheet; (2) particulars of its assets, debts and other liabilities; (3) the names and addresses of its creditors; and (4) particulars of any assets pledged as security for its debts.
Section 210 — Notification of Court-Appointed Persons to the Registrar
Overview of the provision
This provision requires the Court to notify the Registrar within seven days after appointing the person or people who will conduct the winding up, and to provide their particulars. The notification duty under this section belongs to the Court.
Provision references
The Court shall notify the Registrar within 7 days of the appointment of a person or persons to carry out the winding up and provide particulars of the person or persons appointed.
Section 211 — Notice of Winding Up
Overview of the provision
This provision requires the person or people appointed by the Court under section 209(b) to publish notice that winding up has begun. It places the commencement-announcement duty on the court-appointed officeholders.
Provision references
Upon the appointment by the Court of a person or persons to carry out the winding up under section 209(b) of this Act, the person or persons appointed shall publish notice of the commencement of the winding up.
Section 212 — Consequences of Commencing Winding Up
Overview of the provision
This provision restricts business from the point when the Court appoints the winding-up officeholders under section 209(b). The company may thereafter carry on business only as necessary for winding up. The appointment is therefore the relevant trigger for this restriction in the court process.
Provision references
Upon the Court appointing a person or persons under section 209(b) of this Act to carry out the winding up, the company shall not carry on any business except so far as necessary for the purpose of its winding up.
Section 213 — Liquidator’s Responsibilities
Overview of the provision
This provision requires both voluntary and court-appointed winding-up officeholders to prepare a detailed asset-and-liability statement, take possession of and protect company property, and recover debts owed to it. They must represent the company in proceedings or appoint counsel and pay debts using available funds, recoveries and sale proceeds. After all debts are paid, remaining assets and funds are distributed to members in proportion to their shares. They must also perform the further duties imposed by the Act and regulations. The role therefore covers collection, protection, legal representation, payment and final distribution.
Provision references
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act shall— (a) prepare a detailed statement of the assets and liabilities of the company, take possession of and protect the property of the company, and recover debts due to the company;
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act shall— (b) represent the company in legal proceedings brought by or against the company, or appoint legal counsel to represent the company in those proceedings;
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act shall— (c) pay the debts of the company from available funds, monies recovered or the proceeds of the sale of assets of the company;
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act shall— (d) after payment of all debts, distribute the remaining assets and funds among the members in proportion to their shareholdings; and
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act shall— (e) perform any other duties imposed on a person appointed to carry out the winding up under this Act or regulations made under it.
Section 214 — Qualifications of the Liquidator
Overview of the provision
This provision requires a voluntary or court-appointed liquidator to have the capacity to perform the winding up. The appointee must not owe the company money or be owed money by it, be its member, director, officer or employee, or be a member's employee or business partner. The section 115(b)(1)–(3) disqualifications must not apply, and further regulatory requirements must be met. Competence and independence from the specified financial and personal connections are therefore both required.
Provision references
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act must— (a) have the capacity to carry out the winding up;
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act must— (b) not be a person or entity that owes money to the company or to whom the company owes money;
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act must— (c) not be a member, director, officer or employee of the company;
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act must— (d) not be an employee or business partner of a member of the company;
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act must— (e) not be a person to whom any of the circumstances specified in section 115(b)(1), (2) or (3) of this Act applies; and
A person appointed to carry out the winding up of a company under section 196(b) or 209(b) of this Act must— (f) satisfy any additional requirements prescribed by regulations made under 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.