Show all practice notes
1–20 of 98 practice notes
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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Re-registering a foreign entity
Re-registration preserves the foreign entity while placing its Maldives operation, agent and information within the local register.
Explanation and core rules
Foreign investment authorisation precedes re-registration. The Registrar receives extensive home-company, ownership, director, capital and constitutional information. A qualified Maldives-resident individual agent and Maldives service address are mandatory. The certificate records the home country, re-registration details and authorisation duration.
Step-by-step procedure
- Confirm that re-registration is preferable to a subsidiary.
- Obtain foreign-investment approval.
- Collect, certify and translate home-jurisdiction documents as required.
- Appoint the agent and service address.
- Submit under the current Regulation and verify the certificate particulars.
Documents and evidence
- Foreign investment approval
- Foreign registry and constitutional documents
- Ownership/director/capital information
- Agent consent and declaration
- Service-address record
- Certified translations where required
Points requiring care
Particular care is needed to avoid home-jurisdiction changes not reaching the Maldives compliance team within the 30-day clock, as well as foreign authorisation expiring while the re-registration remains displayed as active.
Related Act provisions
Section 33 — Mandatory Re-registration of Foreign Companies
Overview of the provision
This provision requires a foreign company to complete the relevant registration before conducting activities in the Maldives. Apart from a foreign investment company already registered under section 8, a foreign company intending to operate here must obtain Foreign Investment Act authorisation, apply under section 34 and be entered in the section 231 register. For this purpose, “foreign company” is broad enough to include business associations, charities, foundations and other legal entities registered under their home country's law. The requirement is therefore not confined to entities called companies in their home jurisdiction.
Provision references
(a) A foreign company shall not conduct any activity in the Maldives unless it is registered in accordance with this section.
(b) Except for a foreign investment company registered under section 8 of this Act, a foreign company intending to operate in the Maldives must obtain authorisation as prescribed under the Foreign Investment Act of the Maldives, submit an application to the Registrar for re-registration in accordance with section 34 of this Act and be registered in the register specified in section 231 of this Act.
(c) For the purposes of this Act, “foreign company” includes any business association, charity, foundation or other legal entity registered under the applicable laws of its home country.
Section 34 — Application for Re-registration of Foreign Companies
Overview of the provision
This provision sets out the documents and information needed to re-register a foreign company, beginning with investment authorisation for its intended sector or activity. The company must provide its name, registration number, registered and business addresses, capital and share information, constitution, and details of all members and directors. Where a member or director is itself a legal entity, information about that entity's members is also required. The application must identify the section 35 agent, give a Maldivian service address and include any further information required by regulations. If the requirements are met, the Registrar must re-register the company and issue a certificate recording its home-country name, number and country, its foreign-company status in the Maldives, the re-registration date and number, and the duration of its investment authorisation.
Provision references
(a) An application for the re-registration of a foreign company under this Act must be accompanied by the following— (1) the authorisation obtained under the Foreign Investment Act of the Maldives for the sector or business activity that the company intends to conduct in the Maldives;
(a) An application for the re-registration of a foreign company under this Act must be accompanied by the following— (2) the following information relating to the foreign company— (i) the name, registration number, registered address and business address of the company; (ii) information relating to the members of the company and, where any member is a legal entity, information relating to the members of that entity; (iii) information relating to all directors of the company and, where any director is a legal entity, information relating to the members of that entity; (iv) information relating to the capital and shares of the company; and (v) the constitution of the company;
(a) An application for the re-registration of a foreign company under this Act must be accompanied by the following— (3) information relating to the agent of the company in the Maldives, appointed in accordance with section 35 of this Act;
(a) An application for the re-registration of a foreign company under this Act must be accompanied by the following— (4) the service address of the company in the Maldives; and
(a) An application for the re-registration of a foreign company under this Act must be accompanied by the following— (5) any other information prescribed by regulations made under this Act.
(b) Where an application for the re-registration of a foreign company is submitted in accordance with subsection (a), and the requirements of this Act are satisfied, the Registrar shall re-register the company and issue a certificate of registration. The certificate shall state— (1) the name and registration number of the company and the country in which it is registered; (2) that the company is a foreign company re-registered in the Maldives and the date of re-registration; (3) the re-registration number; and (4) the duration of the foreign investment authorisation granted to the company to operate in the Maldives.
Section 35 — Requirement for an Agent of the Foreign Company
Overview of the provision
This provision requires every foreign company re-registered under section 34 to appoint an agent for its Maldivian activities. The agent must be an individual aged at least 18, ordinarily resident in the Maldives and free of the disqualifying circumstances in section 115(b)(1)–(3). Before appointment, the individual must give written consent confirming acceptance and eligibility. Unless the company determines otherwise, the agent is authorised to receive the Registrar's documents and notices for the company. The role carries substantial responsibility: the agent answers to the Registrar for the company's statutory compliance and is personally liable in respect of action taken against the company under the Act for contraventions. It is therefore more than a contact-address arrangement.
Provision references
(a) Every foreign company re-registered in the Maldives under section 34 of this Act must appoint a person to act as its agent in relation to its activities in the Maldives.
(b) A person appointed as an agent under subsection (a) must— (1) be an individual who has attained 18 years of age; (2) not be a person to whom any of the circumstances specified in section 115(b)(1), (2) or (3) of this Act apply; and (3) be ordinarily resident in the Maldives.
(c) A person shall not be appointed as the agent of a foreign company re-registered under this Act unless that person has given written consent to the company confirming acceptance of the appointment and stating that the person satisfies the requirements specified in subsection (b).
(d) The person appointed as the agent of a foreign company re-registered under this Act shall— (1) unless otherwise determined by the company, be authorised to accept on behalf of the company all documents and notices required to be sent by the Registrar under this Act;
(d) The person appointed as the agent of a foreign company re-registered under this Act shall— (2) be responsible to the Registrar for the fulfilment of all obligations that the foreign company is required to fulfil under this Act; and
(d) The person appointed as the agent of a foreign company re-registered under this Act shall— (3) be personally liable in respect of any action taken against the company under this Act for any contravention of its provisions.
Section 36 — Submission of Information to the Registrar
Overview of the provision
This provision requires changes to the company information listed in section 34(a) to be notified to the Registrar within 30 days of the change, using the regulatory procedure. A change relating to the section 35 agent has a shorter period: notification is required within seven days of its occurrence. Missing either deadline is an offence dealt with under Chapter Fifteen. The distinction between company-information changes and agent changes is therefore important when identifying the applicable filing period.
Provision references
(a) Where any change occurs in the information relating to the company specified in section 34(a) of this Act, the change must be notified to the Registrar within 30 days of its occurrence, in the manner prescribed by regulations made under this Act.
(b) Where any change occurs in relation to the agent of the company specified in section 35 of this Act, the change must be notified to the Registrar within 7 days of its occurrence, in the manner prescribed by regulations made under this Act.
(c) A failure by the company to submit information to the Registrar within the period specified in subsection (a) or (b) constitutes an offence, and action shall be taken in accordance with Chapter Fifteen of 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.