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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Certificate and day-one corporate housekeeping
The first post-registration work should convert a certificate into a functioning, evidenced corporate organisation.
Explanation and core rules
The certificate is evidence of incorporation and its registration date. The company immediately owns its assets and liabilities separately from members. Registers, approvals and document controls should operate from day one even where the company has one member/director.
Step-by-step procedure
- Check every certificate/profile detail against the application.
- Hold or record first member and board decisions.
- Open and populate statutory registers.
- Issue share certificates and document consideration.
- Adopt signing, banking, record-retention and compliance-calendar controls.
Documents and evidence
- Certificate and profile
- First member resolution
- First board resolution
- Registers of members/directors/SBOs/charges
- Share certificates
- Authority matrix
Points requiring care
Particular care is needed to avoid discovering years later that the issued shares, paid-up amounts or appointees were never internally recorded, as well as bank or contract signatories acting without documented authority.
Related Act provisions
Section 23 — Effecting Registration
Overview of the provision
This provision requires the Registrar to register a company and enter it in the section 231 register when an application has been submitted under sections 21 and 22 and all the Act's registration requirements have been fulfilled. The duty to register therefore depends on compliance with the requirements, rather than the mere delivery of an application.
Provision references
Upon submission of an application for the registration of a company in accordance with sections 21 and 22 of this Act, the Registrar shall register the company and enter it in the register specified in section 231, provided that all requirements for registration under this Act have been fulfilled.
Section 24 — Certificate of Registration
Overview of the provision
This provision requires a newly registered company to receive a certificate issued in the Registrar's name and bearing the Registrar's official seal. The certificate records the company's name, registration number, type and registration date. It serves as evidence that the company has been incorporated and registered under the Act, that the legal registration requirements have been met, and that registration occurred on the date shown. The certificate is therefore an evidential record of the company's creation and registration particulars.
Provision references
(a) Upon the registration of a company under section 23, a certificate of registration shall be issued to the company in the name of the Registrar and under the official seal of the Registrar.
(b) The certificate of registration shall state— (1) the name of the company; (2) the registration number of the company; (3) the type of company; and (4) the date of registration.
(c) The certificate referred to in subsection (a) is evidence that the company has been incorporated and registered under this Act and that— (1) all legal requirements relating to the registration of the company have been complied with; (2) the company has been registered in accordance with this Act; and (3) the date of registration is the date specified in the certificate.
Section 25 — Legal Effect of Registration
Overview of the provision
This provision explains what changes when registration takes effect: the company becomes a legal person separate from its members, under its registered name, with capacity to exercise the powers and responsibilities in its constitution. It continues in existence subject to the winding-up framework in Chapter Thirteen and can bring or defend proceedings in its own name. It can acquire movable and immovable property as the law permits and owns its income and assets itself. Members participate in its profits as the constitution authorises. The provision thus distinguishes the company's own legal identity and property from the members' right to share in profits.
Provision references
From the date of registration— (a) the company becomes a legal entity separate from its members under the name specified in its certificate of registration;
From the date of registration— (b) the company has legal capacity to exercise all powers and carry out all responsibilities set out in its constitution;
From the date of registration— (c) the company has perpetual succession, subject to Chapter Thirteen of this Act;
From the date of registration— (d) the company has capacity to sue and be sued in its own name;
From the date of registration— (e) the company has power to acquire movable and immovable property as permitted by law;
From the date of registration— (f) the company is the legal owner of all its income and assets; and
From the date of registration— (g) the members have the right to participate in the profits of the company as authorised by its constitution.
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.