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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Final accounts and removal from register
Completion requires final accounts, the appropriate member or Court process, a timely removal application and public register consequences.
Explanation and core rules
A voluntary liquidator presents detailed final accounts to a general meeting. A Court-appointed person submits final accounts and work particulars to Court. After the voluntary final dissolution resolution, the liquidator applies within 30 days for removal. The Registrar cancels registration/removes the name when requirements are fulfilled. Dissolved-company information and name reuse remain subject to section 215's periods.
Step-by-step procedure
- Complete realisations, claims, payments and distributions.
- Prepare reconciled final accounts and narrative report.
- Convene the final general meeting or submit to Court.
- For voluntary winding up, apply for removal within 30 days.
- Archive records, publish/verify removal and manage retained claims/property.
Documents and evidence
- Final accounts
- Liquidator's work report
- Final meeting notice/resolution or Court filing
- Removal application
- Registrar publication/profile
- Archive index
Points requiring care
Particular care is needed to avoid assuming cessation of trading equals dissolution, as well as missing the 30-day post-resolution removal application.
Related Act provisions
Section 198 — General Meeting for Dissolution
Overview of the provision
This provision requires the voluntary liquidator to convene a general meeting once all winding-up matters required by the Act and regulations have been completed. The liquidator must present detailed accounts explaining the work and how the assets, debts and other liabilities were dealt with; the meeting must then pass a dissolution resolution. The final decision follows an account of the completed winding up.
Provision references
(a) Upon completion of all matters required for the winding up under this Act and regulations made under it, the liquidator appointed under section 196(b) shall convene a general meeting of the company.
(b) The liquidator shall present to the general meeting detailed accounts showing how the winding up was conducted and how the assets, debts and other liabilities of the company were dealt with. The general meeting shall thereafter pass a resolution to dissolve the company.
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 206 — Completion of Winding Up Process
Overview of the provision
This provision requires the voluntary liquidator to apply for removal of the company from the register within 30 days after the final general meeting passes its dissolution resolution following the section 198 accounts. If the Act's requirements are met, the Registrar must cancel registration and remove the name. Where an unresolved matter under section 203 arose, dissolution and removal must follow the Court's determination. The final filing therefore completes the voluntary route, subject to any relevant court decision.
Provision references
(a) A liquidator appointed under section 196(b) of this Act shall, within 30 days after the general meeting passes a resolution to dissolve the company following presentation of the accounts under section 198, apply to the Registrar for removal of the name of the company from the register.
(b) Upon receipt of an application under subsection (a), the Registrar shall cancel the registration of the company and remove its name from the register, provided that the requirements of this Act are fulfilled.
(c) Where a matter referred to in section 203 of this Act arises during the winding up, the company shall be dissolved and its name removed from the register in accordance with the determination of the Court.
Section 215 — Removal of Name from the Register
Overview of the provision
This provision requires removal from the Registrar's register and a public announcement when a company is dissolved or a foreign company's re-registration is cancelled. A dissolved company's name nevertheless remains in the dissolved-companies register under section 231(m) for two years from dissolution. For 12 months after removal, the name cannot be used for another company. Removal, historical retention and protection of the name therefore run on distinct rules and periods.
Provision references
(a) Upon the dissolution of a company in accordance with this Chapter, or the cancellation of the re-registration of a foreign company under this Act, the name of the company shall be removed from the register maintained by the Registrar and a public announcement shall be made.
(b) Notwithstanding subsection (a), the name of a dissolved company shall be retained in the register of dissolved companies under section 231(m) of this Act for a period of 2 years from the date of dissolution.
(c) The name of a company removed from the register under subsection (a) shall not be used as the name of another company for a period of 12 months from the date of its removal.
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.