Members, meetings and resolutions
1–11 of 11 practice notes
32. Membership and Register of Members
Membership depends on the statutory and constitutional acquisition of shares and the company register is a central evidential record.
Subject: Members, meetings and resolutions
Act references: s. 80; s. 81; s. 82; s. 83; s. 84; s. 85
Key point: Founding subscribers become members on registration and must be entered in the Register of Members.
33. Share certificates and member liability
The certificate evidences title, while member liability generally follows unpaid amounts on shares and cannot be expanded casually by constitutional change.
Subject: Members, meetings and resolutions
Act references: s. 86; s. 87; s. 88; s. 89
Key point: Every company must issue a share certificate unless the licensed-depository exception applies.
34. Class rights and variation
Class rights require careful identification of the affected class, the correct approval pathway and notice to class members.
Subject: Members, meetings and resolutions
Act references: s. 90; s. 112; s. 151
Key point: Section 90 requires special-resolution authority to vary rights attached to shares and a class special resolution where a particular class is affected.
35. Private-company Annual General Meeting
A private company with more than one member holds an AGM each year, with at least 14 days' notice and the prescribed annual business and reports.
Subject: Members, meetings and resolutions
Act references: s. 91; s. 92; s. 93; s. 94
Key point: A company other than a single-member company holds an AGM once every year.
36. Single-member company decisions
Single-member structures simplify attendance and quorum but do not eliminate written decisions, registers, accounts or conflict discipline.
Subject: Members, meetings and resolutions
Act references: s. 9; s. 80; s. 81; s. 92; s. 106; s. 107; s. 108; s. 109; s. 112; s. 139
Key point: The sole member's signed written AGM decision can satisfy section 92.
37. Public-company Annual General Meeting
Public companies follow the annual meeting framework in sections 95 to 97, including publication and document requirements.
Subject: Members, meetings and resolutions
Act references: s. 91; s. 93; s. 95; s. 96; s. 97
Key point: Under section 95, if three months or more remain in the year when the company is registered, its first AGM is due within the remaining period of that year. Otherwise the first AGM is due within 15 months of incorporation. Subsequent AGMs must occur at least once in every financial year.
38. Extraordinary General Meetings
A qualifying member requisition activates short, separate clocks for issuing notice and holding the meeting.
Subject: Members, meetings and resolutions
Act references: s. 98; s. 99; s. 100; s. 101
Key point: The threshold is at least 10% of voting shares for a private company and at least 10% of members entitled to vote for a public company under section 98.
39. Electronic participation and proxies
Electronic attendance and proxy participation are permitted when the statutory, constitutional and procedural conditions are satisfied.
Subject: Members, meetings and resolutions
Act references: s. 102; s. 103; s. 104; s. 105; s. 108
Key point: Electronic participants count toward quorum if they have an adequate opportunity to participate.
40. Member quorum and voting
Quorum and voting depend on company type, shares, class rights, proxies and the Articles; they should be calculated and recorded, not assumed.
Subject: Members, meetings and resolutions
Act references: s. 106; s. 107; s. 108
Key point: Private-company quorum is members representing more than 50% of shares.
41. Ordinary and special resolutions
The denominator differs between meeting and written ordinary resolutions; special resolutions use at least 75% of shares entitled to vote, subject to higher Articles thresholds.
Subject: Members, meetings and resolutions
Act references: s. 111; s. 112
Key point: At a meeting, an ordinary resolution requires more than 50% of shares represented in the vote.
42. Minutes, records and member access
Minutes are prepared within 14 days, signed within a reasonable period and made available for member inspection and copy requests.
Subject: Members, meetings and resolutions
Act references: s. 109; s. 110
Key point: Minutes cover meetings and resolutions passed without a meeting.
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.