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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
A Government company may be established by decree or statute and registered under the Act. A local authority company requires lawful council formation and its decentralisation-law overlay. The application requirements in section 22 are distinct from the ordinary formation route. The constituting instrument may control objectives, ownership, appointments and accountability.
Step-by-step procedure
- Identify the enabling power and competent decision-maker.
- Prepare the decree/statute/council approval workstream.
- Set ownership, objects and governance consistently across all instruments.
- Submit the section 22 registration bundle.
- Establish public-sector reporting and company-law calendars.
Documents and evidence
- Decree, Act or council resolutions
- Section 22 application documents
- Constitution
- Director and secretary appointments
- Public-sector approvals
Points requiring care
Particular care is needed to avoid a mismatch between the enabling instrument and the registered constitution, as well as omitting public-finance or decentralisation approvals because the company is separately incorporated.
Related Act provisions
Section 15 — Government Companies Established by Presidential Decree
Overview of the provision
This provision explains what a Presidential Decree establishing a government company must contain. It must identify the company by name, set out its objectives and capital, confirm that the Government owns it wholly, and include its articles of association. The Decree therefore records both the basis on which the company is established and its internal constitutional arrangements.
Provision references
Where a government company is established by a Presidential Decree, the Decree must specify the name, objectives and amount of capital of the company and state that the company is wholly owned by the Government. The articles of association of the company must also be included in the Decree.
Section 16 — Government Companies Established by Statute
Overview of the provision
This provision gives the establishing statute the first say over a company created by an Act of the People's Majlis. Where that statute does not supply a particular operating procedure, the Companies Act fills the gap, unless another legal prohibition prevents that result. To apply the rule, first check what the company's own establishing Act says about the issue.
Provision references
A company established by an Act passed by the People’s Majlis is governed by the principles set out in the Act by which it is established. Where that Act does not prescribe specific procedures for the operation of the company, the principles provided for in this Act apply, unless otherwise prohibited by law.
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 22 — Application for Registration of State-Owned Enterprises
Overview of the provision
This provision makes the Ministry of Finance responsible for applying to register a State-Owned Enterprise created by Presidential Decree under section 15 or by statute under section 16. The application is for entry in the Registrar's register under section 231. Unless the establishing Act or Decree says otherwise, the directors' and Managing Director's particulars must be notified within 30 days of that application, following the applicable regulations or other law. The starting point for that period is the registration application.
Provision references
(a) Where a State-Owned Enterprise is established by a Presidential Decree under section 15 of this Act, or by an Act passed by the People’s Majlis under section 16 of this Act, the Ministry of Finance shall submit an application to the Registrar for registration in the register specified in section 231 of this Act.
(b) Unless otherwise provided in the Presidential Decree or Act establishing the company, particulars of the directors and Managing Director of a company established under section 15 or 16 must be notified to the Registrar within 30 days of the application for registration under subsection (a), in accordance with regulations made under this Act or any other applicable law.
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.