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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Registering a public company
Public-company formation requires the Companies Act registration workstream and a separate securities-law workstream for any public offer.
Explanation and core rules
The constitution expressly identifies public-company status. The company needs at least two directors, a Managing Director and Company Secretary. A public offer requires a prospectus and compliance with the Maldives Securities Act. Additional requirements may apply to a listed or regulated issuer.
Step-by-step procedure
- Define the offering and listing strategy.
- Engage securities, financial and regulatory advisers.
- Prepare public-company constitution and governance policies.
- Complete Companies Act formation.
- Obtain all securities approvals before marketing or offering.
Documents and evidence
- Public-company application and constitution
- Director/MD/secretary consents
- Prospectus and due diligence record
- Securities approvals
- Offering governance plan
Points requiring care
Particular care is needed to avoid marketing securities before the lawful offer process is complete, as well as assuming a company limited by shares is automatically authorised to offer those shares publicly.
Related Act provisions
Section 12 — Characteristics of a Public Company
Overview of the provision
This provision allows a public company to have one or more members. The company must be authorised to offer shares, debentures, bonds or other securities to the public, or have been incorporated with the intention of seeking that authorisation. Its constitution must expressly identify it as a public company. These features explain how the Act recognises the public-company form.
Provision references
A public company is a company that has the following characteristics— (a) it has one or more members;
A public company is a company that has the following characteristics— (b) it is authorised, or incorporated with the intention of seeking authorisation, to sell shares, debentures, bonds or other securities to the public; and
A public company is a company that has the following characteristics— (c) its constitution expressly states that it is a public company.
Section 13 — Members of a Public Company
Overview of the provision
This provision uses the private-company membership rules as the starting point for public companies. Anyone eligible to become a private-company member under section 10 may also become a public-company member, provided that no law prohibits it and the applicable legal requirements are met. The cross-reference carries those qualifications with it.
Provision references
Unless otherwise prohibited by law, and subject to the applicable provisions of law, any person or entity eligible to become a member of a private company under section 10 of this Act may also become a member of a public company.
Section 14 — Liability of Members for Public Company Debts
Overview of the provision
This provision limits a public-company member's responsibility for company debts to any unpaid amount on shares bought, or agreed to be bought, by that member and allotted by the company. The key question is what remains unpaid on the member's shares; the provision does not make membership itself a commitment to meet every company debt.
Provision references
The liability of a member for the debts of a public company is limited to any amount unpaid on the shares purchased, or agreed to be purchased, by that member and allotted to that member by the company.
Section 20 — Mandatory Registration
Overview of the provision
This provision explains how a company can be formed, while making clear that the Act's requirements and registration must still be completed. A company established by an Act or Decree follows the method specified in that instrument. Alternatively, the people who agree to take shares prepare and ratify the memorandum and articles of association through the procedures in the Companies Act. In either route, the company must be proposed for registration and duly registered.
Provision references
A company may be formed under this Act by one of the following methods, provided that the requirements of this Act are fulfilled and the company is duly proposed for registration and registered— (a) where the company is established by an Act or Decree, in the manner specified in that Act or Decree; or
A company may be formed under this Act by one of the following methods, provided that the requirements of this Act are fulfilled and the company is duly proposed for registration and registered— (b) where the members who have agreed to take shares in the company have formulated and ratified the memorandum and articles of association in accordance with the procedures set out in this Act.
Section 21 — Application for Registration
Overview of the provision
This provision requires the registration application to be submitted to the Registrar through the procedure prescribed by the Act. For a company formed by members under section 20(b), the application must state the reserved name, company type, Maldivian registered address, authorised capital, number and distribution of shares, and the number and proportion each member agrees to take. The members must also submit their signed and ratified constitution, prepared under Chapter Four, together with particulars of the proposed directors. The package must include the Schedule 1 registration fee and any further documents required by the regulations. Registration therefore involves both the application information and the supporting constitutional and regulatory documents.
Provision references
(a) An application for the registration of a company under this Act must be submitted to the Registrar in the manner prescribed under this Act.
(b) Where a company is formed under section 20(b) of this Act, the following documents must be completed and submitted to the Registrar for registration— (1) an application for registration containing the following information— (i) the proposed name of the company, reserved in accordance with section 69 of this Act; (ii) the type of company; (iii) the registered address of the company in the Maldives; and (iv) the amount of authorised capital, the number of shares, the distribution of shares and the number and proportion of shares that each member has agreed to take;
(b) Where a company is formed under section 20(b) of this Act, the following documents must be completed and submitted to the Registrar for registration— (2) the constitution of the company, formulated in accordance with Chapter Four of this Act and signed and ratified by the members who have agreed to take shares;
(b) Where a company is formed under section 20(b) of this Act, the following documents must be completed and submitted to the Registrar for registration— (3) particulars of the individuals designated as directors of the company;
(b) Where a company is formed under section 20(b) of this Act, the following documents must be completed and submitted to the Registrar for registration— (4) the registration fee specified in Schedule 1 to this Act; and
(b) Where a company is formed under section 20(b) of this Act, the following documents must be completed and submitted to the Registrar for registration— (5) any other document required by regulations made under this Act.
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.
Section 171 — Prohibition on Non-Public Companies Offering Shares to the Public
Overview of the provision
This provision prohibits a company that is not public from offering its shares to the public or advertising them for public sale. A person who breaches that prohibition commits an offence under Penal Code section 613(b). The company classification therefore matters before a public offer or advertisement is made.
Provision references
(a) A company that is not a public company shall not offer shares to the public or advertise shares for sale to the public.
(b) A person who contravenes subsection (a) commits an offence under section 613(b) of the Penal Code of the Maldives.
Section 172 — Prospectus
Overview of the provision
This provision describes a prospectus as a detailed company-information document inviting the public to buy shares, debentures or other securities. For a public company, its representative or a proposed public company, the provision ties its issue date to public release or the immediately preceding day, requires all directors' signatures, and requires issue on the date stated in the document. Those timing and signing requirements need to be read together. The necessary Securities Act approvals must also be obtained before the prospectus is issued.
Provision references
(a) A prospectus is a document containing detailed information relating to a company and inviting the public to purchase shares in the capital of the company, debentures or other securities.
(b) A public company, a person acting on behalf of a public company, or a proposed public company shall not issue a prospectus on a date other than the date on which it is released to the public or the immediately preceding day. A prospectus shall not be issued unless it is signed by all the directors of the company and issued on the date specified in it.
(c) A prospectus shall not be issued unless the approvals required under the Maldives Securities Act have first been obtained.
Section 173 — Compliance with Maldives Securities Act
Overview of the provision
This provision places the detailed prospectus-approval procedure and required contents under regulations made under the Securities Act. Preparing a prospectus therefore requires consulting that securities-law framework, rather than relying only on the Companies Act's general description of the document.
Provision references
The procedures for the approval of a prospectus and the information required to be included in a prospectus shall be prescribed by regulations made under the Maldives Securities 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.