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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
The two-year period runs from entry in the inactive register under section 208. The Registrar publishes a notice inviting outstanding debts or claims. If no debt or claim is submitted within the section 207(b) notice period, the Registrar shall cancel registration and dissolve the company. If a claim is submitted, dissolution is referred to Court. Where the section 208(c) requirements are fulfilled and the required submission is made, the Registrar shall revoke inactive status through the regulatory procedure. A re-registered foreign company must be considered under its separate section 36 route.
Step-by-step procedure
- Check inactive-entry date, reasons and service/Gazette notice.
- If rescue is intended, cure every ground and seek revocation promptly.
- If dissolution proceeds, identify and submit creditor/member claims within the notice.
- Prepare for Court referral if a claim exists.
- Verify removal and preserve restoration rights.
Documents and evidence
- Inactive register/profile
- Registrar notices
- Cure or claim submission
- Debt evidence
- Court referral papers
- Dissolution publication
Points requiring care
Particular care is needed to avoid waiting for the two-year mark rather than curing the underlying default, as well as missing a Gazette notice because the recorded service address is stale.
Related Act provisions
Section 207 — Determination by Registrar to Dissolve a Company
Overview of the provision
This provision requires the Registrar to determine dissolution once a company classified as inactive under section 208 has spent two years in the inactive register. The Registrar must publish a notice inviting outstanding debts or claims. If none is submitted within the stated period, registration is cancelled and the company dissolved. If a claim is submitted, the Registrar must refer dissolution to the Court. The existence of a notified claim therefore changes how the process proceeds.
Provision references
(a) Where the Registrar has determined that a company is inactive under section 208 of this Act and 2 years have elapsed since the company was entered in the register of inactive companies specified in section 231, the Registrar shall determine to dissolve the company.
(b) Where the Registrar determines to dissolve a company under subsection (a), the Registrar shall publish a notice inviting the submission of any outstanding debt or claim against the company. Where no debt or claim is submitted within the period specified in the notice, the Registrar shall cancel the registration of the company and dissolve it.
(c) Where a claim against the company is submitted following publication of the notice under subsection (b), the Registrar shall refer the dissolution of the company to the Court.
Section 208 — Determination of Inactive Companies
Overview of the provision
This provision requires inactive classification for a registered company or re-registered foreign company that lacks the required directors for three months or fails for one year to submit the section 185(c) accuracy declaration. The other triggers are two years' failure to submit required annual statements and reports, or a Chapter Fifteen fine unpaid for one year after the payment period. The Registrar must tell the company why it has been classified as inactive, using a Registrar's Gazette announcement if notice cannot be delivered to its registered service address. When the company meets the relevant requirements and makes the required submission, the Registrar must revoke the inactive determination and remove that status through the regulatory procedure.
Provision references
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (1) the company has failed for a period of 3 months to have the number of directors required under section 113 of this Act;
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (2) the company has failed for a period of one year to submit the declaration verifying the accuracy of the information in the register as required under section 185(c) of this Act;
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (3) the company has failed for a period of 2 years to submit its annual financial statements and reports to the Registrar within the periods required under Chapter Twelve of this Act; or
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (4) the company has failed for a period of one year to pay a fine imposed under Chapter Fifteen of this Act within the period specified for payment.
(b) The Registrar shall notify the company of the reason or reasons for determining it to be inactive under subsection (a). Where notice cannot be given at the service address of the company recorded in the register, notice shall be given by public announcement in the Registrar’s Gazette.
(c) Where an inactive company fulfils the requirements referred to in subsection (a)(1) to (4) and makes the required submission to the Registrar, the Registrar shall, in accordance with regulations made under this Act, revoke the determination that the company is inactive and remove its inactive status from the register specified in section 231.
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.