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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
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. All company monies received during winding up are managed through the liquidator. The liquidator keeps proper receipts and expenditure accounts. Unresolved matters are submitted to Court under section 203. The Registrar can investigate complaints and remove an improper voluntary liquidator, directing Court winding up.
Step-by-step procedure
- Secure bank, property, records and digital systems.
- Issue claim notices and establish a creditor ledger.
- Identify the winding-up route and commencement date; apply section 200 to transfers within its scope and observe the applicable restrictions on payments, trading and asset dealings.
- Recover debts, defend/bring proceedings and obtain valuations.
- Apply to Court for unresolved disputes and report to stakeholders.
Documents and evidence
- Handover/inventory
- Creditor claims register
- Liquidation bank/account records
- Asset sale/recovery file
- Court application/directions
- Stakeholder reports
Points requiring care
Particular care is needed to avoid directors continuing to control receipts or dispose of assets, as well as registering a transfer within section 200 without the liquidator's prior approval, or applying that section without checking the winding-up route.
Related Act provisions
Section 199 — Removal of Liquidator
Overview of the provision
This provision requires the Registrar to investigate a complaint about the liquidator from a creditor who provided assets or funds, or from a director. If the Registrar finds improper conduct, the Registrar may remove the liquidator and direct the company to place the winding up before the Court. The complaint therefore creates a route for investigation, with removal and court referral available where misconduct is established.
Provision references
Where a creditor who has provided assets or funds to the company, or a member of the Board of Directors, makes a complaint to the Registrar concerning the conduct of the liquidator, the Registrar shall investigate the complaint. Where the Registrar determines that the liquidator has acted improperly, the Registrar may remove the liquidator and direct the company to submit the winding up to the Court.
Section 200 — Transfer of Shares after Commencement of Dissolution Process
Overview of the provision
This provision makes a share transfer void if made after winding up begins under section 196(c) without the liquidator's prior approval. The timing of commencement and whether approval was obtained before the transfer are therefore essential to its validity.
Provision references
A transfer of shares made after commencement of the winding up under section 196(c) of this Act without the prior approval of the liquidator is void.
Section 201 — Management of All Funds after Commencement of Dissolution Process
Overview of the provision
This provision requires all money received by the company after winding up begins to be managed through the liquidator. Incoming funds therefore move under the control of the winding-up process rather than continuing through ordinary management independently.
Provision references
After commencement of the winding up, all monies received by the company shall be managed through the liquidator.
Section 202 — Maintenance of Accounts
Overview of the provision
This provision requires the liquidator, from the start of winding up, to keep proper accounts of every receipt and expenditure of the company. It provides the financial record needed to explain how money was collected and used during the process.
Provision references
Upon commencement of the winding up, the liquidator shall keep proper accounts of all monies received and all expenditure incurred by the company.
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 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.
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.