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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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 qualification and independence
A liquidator must have capacity and independence from the company, its debts, members, directors, officers, employees and specified connected persons.
Explanation and core rules
The liquidator must be capable of conducting the winding up. The person/entity must not owe or be owed money by the company. Members, directors, officers and employees are excluded. Employees or business partners of a member are excluded. The section 115 bankruptcy/conviction disqualifications and regulatory requirements also apply.
Step-by-step procedure
- Issue a written independence and competence questionnaire.
- Check debts, roles, relationships and disqualification data.
- Obtain consent and engagement terms.
- Record the appointing decision and remuneration.
- Monitor continuing independence and replace if necessary.
Documents and evidence
- Eligibility/independence declaration
- Conflict and relationship search
- Appointment resolution/order
- Engagement and remuneration terms
- Ongoing confirmation
Points requiring care
Particular care is needed to avoid appointing the company's accountant without checking creditor/debtor or officer status, as well as a later relationship or claim compromising independence.
Related Act provisions
Section 196 — Determination by the Company to Dissolve
Overview of the provision
Deciding to wind up and appointing a liquidator
This provision requires a board resolution proposing dissolution followed by approval as a special resolution at a general meeting. That same meeting must appoint a liquidator and set the remuneration. The company must provide the balance sheet, assets and liabilities, creditor names and addresses, and details of shares or assets pledged for debts.
Starting and maintaining the process
Within seven days of taking office, the liquidator must notify the Registrar of the appointment and, after a public announcement in the Registrar's Gazette through the prescribed procedure, begin winding up under the Act and regulations. Failure to comply with subsection (c) is an offence by the liquidator under Chapter Fifteen. If the liquidator dies, resigns or becomes permanently incapacitated, members must hold a general meeting to appoint a replacement.
Provision references
(a) A company may determine to dissolve only where the Board of Directors passes a resolution proposing the dissolution of the company and that resolution is approved as a special resolution at a general meeting of the members.
(b) Upon the passing of the special resolution to dissolve the company, the same general meeting shall appoint a liquidator to carry out the winding up and determine the remuneration payable to the liquidator. The company shall also provide the liquidator 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 shares or assets pledged as security for its debts.
(c) A liquidator appointed to carry out the winding up shall notify the Registrar of the appointment within 7 days after assuming office. After making a public announcement, the liquidator shall commence the winding up in accordance with this Act and regulations made under it.
(d) The public announcement referred to in subsection (c) shall be made by the liquidator in the Registrar’s Gazette specified in section 234 of this Act, in accordance with the procedure prescribed by regulations made under this Act.
(e) A liquidator who fails to comply with subsection (c) commits an offence. Action shall be taken against the liquidator in accordance with Chapter Fifteen of this Act.
(f) Where a liquidator becomes permanently incapacitated, dies or resigns, a general meeting of the members shall be held to appoint a new liquidator.
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 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 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.