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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Class rights and variation
Class rights require careful identification of the affected class, the correct approval pathway and notice to class members.
Explanation and core rules
Section 90 requires special-resolution authority to vary rights attached to shares and a class special resolution where a particular class is affected. Articles must specify the procedure for variation or abrogation under section 151. If the Articles specify no procedure, section 151(c)(1) permits written consent from at least 75% of the members of the class (a member-count test), or section 151(c)(2) permits consent from members representing at least 75% of the shares of the class (a share-holding test). These are distinct denominators; assess section 90's special-resolution requirements as well. The company must notify the affected class within seven days. Section 151(d) allows holders of at least 15% of the class shares who neither consented nor voted in favour to seek Court cancellation of a variation under section 151(c)(2). It does not express that particular remedy as applying to every variation route.
Step-by-step procedure
- Identify every right and affected class.
- Check the Articles and any shareholders' agreement.
- Record whether approval uses class-member count or class shares, obtain writing where section 151(c)(1) applies, and check section 90 separately.
- Obtain class and company approvals as applicable.
- Give the seven-day notice and calendar any challenge risk before implementation.
Documents and evidence
- Class-rights schedule
- Articles/shareholders' agreement
- Notices and explanatory memorandum
- Class and general resolutions
- Member notification evidence
Points requiring care
Particular care is needed to avoid using an overall company vote when a separate class approval is required, as well as closing a transaction before the challenge position has been assessed.
Related Act provisions
Section 90 — Variation of Members’ Rights
Overview of the provision
This provision requires a special resolution before the company varies rights attached to members' shares. Those rights include voting, participation in profits, and compliance with the prescribed procedures for changing the constitution or members' rights. If the change concerns one class, a special resolution of that class is required. Shares are of the same class where their rights, privileges and conditions are identical; for the decision in question, the affected rights must also be the same and the variation must affect all those members in the same way. Class approval therefore depends on the substance and effect of the rights involved.
Provision references
(a) A company may vary the rights attached to shares held by members only if the variation is authorised by a special resolution of the members.
(b) For the purposes of subsection (a), “rights attached to shares” includes— (1) voting rights attached to the shares; (2) rights to participate in the profits of the company; and (3) the right to have the procedures prescribed for the alteration of the Constitution of the company or the variation of members’ rights under this section complied with.
(c) Where a company has different classes of shares, a decision to vary the rights of members holding shares of a particular class may be made only if authorised by a special resolution of the members of that class.
(d) For the purposes of subsection (c), shares belong to the same class where the rights, privileges and conditions attached to those shares are identical.
(e) For the purposes of subsection (c), members shall be regarded as belonging to the same class where, in addition to holding shares of the same class within the meaning of subsection (d)— (1) the rights affected by the proposed decision are the same; and (2) the resulting variation of those rights affects all members of that class in the same manner.
Section 112 — Special Resolution
Overview of the provision
This provision applies where the Act or constitution requires a special resolution instead of an ordinary one; it may be passed at a general meeting or without a meeting, following the applicable rules. The statutory definition requires support from members representing at least 75% of the shares entitled to vote at a general meeting. The articles may require a higher majority than either this special-resolution threshold or the ordinary-resolution threshold in section 111(b). Before counting approval, the statutory threshold and any higher constitutional requirement must therefore be identified.
Provision references
(a) Notwithstanding section 111 of this Act, a matter required by this Act or the Constitution of the company to be decided by special resolution shall be decided in accordance with this Act and the Constitution of the company— (1) by a special resolution passed at a general meeting of members; or (2) by a special resolution passed by the members without holding a meeting.
(b) In this Act, a “special resolution” means a resolution supported by members representing not less than 75% of the shares entitled to vote at a general meeting of the company.
(c) Notwithstanding sections 111(b) and 112(b) of this Act, nothing in this section prevents the Articles of Association of a company from requiring a higher majority than that specified in those provisions for a decision to be made by the members.
Section 151 — Variation and Abrogation of Rights of Classes of Shares
Overview of the provision
This provision requires the articles to specify how class rights may be changed or removed and requires the affected class to be notified within seven days after a decision. If the articles do not provide a procedure, the alternatives are written consent from at least 75% of the members of the class, or consent from holders representing at least 75% of that class's shares. Holders of at least 15% of the class shares who did not consent or vote for a change under subsection (c)(2) may ask the Court to cancel it. The approval route and the precise dissenting-holder conditions therefore matter to this remedy.
Provision references
(a) The Articles of Association of a company shall specify the procedure for varying or abrogating the rights attached to classes of shares.
(b) Where a company decides to vary or abrogate the rights attached to a particular class of shares, the company shall notify the members of that class within 7 days after the decision is made.
(c) Where the Articles of Association of the company do not specify a procedure for varying or abrogating the rights attached to a class of shares, those rights may be varied or abrogated with— (1) the written consent of at least 75% of the members of that class; or (2) the consent of members representing at least 75% of the shares of that class.
(d) Members holding not less than 15% of the shares of a class who did not consent to or vote in favour of a variation of the rights of that class under subsection (c)(2) may apply to the Court for cancellation of the variation.
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.