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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Electronic participation and proxies
Electronic attendance and proxy participation are permitted when the statutory, constitutional and procedural conditions are satisfied.
Explanation and core rules
Electronic participants count toward quorum if they have an adequate opportunity to participate. Electronic participation requires the majority consent described in section 102. Every member or duly appointed proxy may participate. A proxy instrument must contain the statutory particulars and comply with authentication requirements in the Articles. A public-company proxy instrument is submitted to the Company Secretary at least 48 hours before the meeting.
Step-by-step procedure
- Check the Articles and standing electronic-participation consent.
- Issue clear access, identification and voting instructions.
- Validate proxy form, scope and delivery time.
- Record attendance method and technical interruptions.
- Retain voting and authentication records with the minutes.
Documents and evidence
- Meeting notice
- Electronic participation consent
- Proxy instrument
- Attendance/quorum record
- Voting log and recording policy
Points requiring care
Particular care is needed to avoid assuming a video link alone establishes adequate participation or identity, as well as accepting a public-company proxy filed inside the 48-hour period without analysing validity.
Related Act provisions
Section 102 — Holding Meetings through Electronic Means
Overview of the provision
This provision allows members to participate electronically if those participating remotely and in person together meet the quorum and everyone has an adequate opportunity to participate. Electronic participation requires the consent of a majority of the company's members. That consent continues until withdrawn, and a member wishing to withdraw must notify the company a reasonable time before the meeting. The electronic format must therefore satisfy both participation safeguards and the consent requirement.
Provision references
(a) A company may enable members to participate in a meeting by electronic means, provided that the members participating by electronic means, together with those present at the physical place of the meeting, constitute the required quorum and are given an adequate opportunity to participate in the meeting.
(b) Participation in meetings by electronic means requires the consent of a majority of the members of the company. Such consent shall remain in effect unless withdrawn. A member wishing to withdraw consent shall give notice to the company within a reasonable time before the meeting concerned.
Section 103 — Right to Participate in General Meetings
Overview of the provision
This provision gives every member, or a proxy properly appointed by that member, the right to participate in every general meeting. It establishes the participation entitlement while recognising that a member may exercise it through a validly appointed representative.
Provision references
Every member of a company, or a proxy duly appointed by a member, is entitled to participate in every general meeting of the company.
Section 104 — Appointment of Proxy
Overview of the provision
This provision allows a member to appoint another person to attend a general meeting as their proxy. For the appointment to be valid, the instrument must be signed or otherwise authenticated as the articles require and identify the member and address, company, proxy and address, and the meeting or meetings covered. In a public company, that instrument must reach the Company Secretary at least 48 hours before the meeting starts. The appointment's form, scope and timely delivery therefore need attention.
Provision references
(a) A member of a company may appoint another person as the member’s proxy to attend a general meeting on the member’s behalf.
(b) An appointment of a proxy under subsection (a) is valid only if the instrument of appointment is signed or otherwise authenticated in accordance with the Articles of Association of the company and contains— (1) the name and address of the member; (2) the name of the company; (3) the name and address of the proxy; and (4) the meeting or meetings for which the proxy is appointed.
(c) In the case of a public company, where a member appoints a proxy, the instrument referred to in subsection (b) must be submitted to the Company Secretary at least 48 hours before the commencement of the meeting.
Section 105 — Rights of a Proxy
Overview of the provision
This provision gives an appointed proxy the same meeting rights as the represented member, including speaking for that member and voting in accordance with section 108. The proxy can therefore participate actively within the rights of the person represented, rather than merely observe the meeting.
Provision references
A person appointed as a proxy to attend and vote at a meeting on behalf of a member has the same rights as the member whom the proxy represents. In particular, the proxy is entitled— (a) to speak at the meeting on behalf of the member; and
A person appointed as a proxy to attend and vote at a meeting on behalf of a member has the same rights as the member whom the proxy represents. In particular, the proxy is entitled— (b) to vote in accordance with section 108 of this Act.
Section 108 — Voting by Proxy as Directed by Members
Overview of the provision
This provision requires a proxy to vote as the represented member directs. Although a proxy participates in the meeting for the member, the proxy must follow that member's voting instructions rather than substitute a different choice.
Provision references
A person attending and participating in a meeting as the proxy of a member must vote in accordance with the directions and instructions given by the member whom the proxy represents.
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.