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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Extraordinary General Meetings
A qualifying member requisition activates short, separate clocks for issuing notice and holding the meeting.
Explanation and core rules
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. The requisition must be written, specific, signed and delivered to the correct company officeholder. The Board issues the convening notice within three days and holds the meeting within ten days after submission. Following Law No. 18/2024, the English translation states a seven-day notice period for both private and public company EGMs. The Registrar has powers where a meeting cannot otherwise be held.
Step-by-step procedure
- Timestamp receipt and verify standing, threshold, signatures and proposed resolutions.
- Check whether the requested business is lawful and sufficiently specific.
- Issue the convening notice within three days.
- Ensure at least seven days' member notice while meeting the ten-day holding deadline.
- Prepare quorum, voting, minute and challenge records.
Documents and evidence
- Signed requisition
- Threshold calculation
- Board response/convening decision
- Member notice and agenda
- Proxy records
- Minutes/resolutions
Points requiring care
Particular care is needed to avoid applying the original pre-amendment 14-day EGM notice rule, as well as confusing the three-day issue duty, seven-day member notice and ten-day meeting deadline.
Related Act provisions
Section 98 — Extraordinary General Meeting
Overview of the provision
This provision requires the board of a company other than a single-member company to arrange an Extraordinary General Meeting when the qualifying members request it. For a private company, the threshold is holders of at least 10% of the shares carrying general-meeting voting rights. For a public company, it is at least 10% of the members entitled to vote at general meetings. These are different measures: the private-company test counts voting shares, while the public-company wording counts eligible members.
Provision references
The Board of Directors of every company, other than a single-member company, shall arrange for an Extraordinary General Meeting to be held where requested— (a) in the case of a private company, by members holding not less than 10% of the shares carrying voting rights at general meetings; or
The Board of Directors of every company, other than a single-member company, shall arrange for an Extraordinary General Meeting to be held where requested— (b) in the case of a public company, by not less than 10% of the members entitled to vote at general meetings.
Section 99 — Requisitioning an Extraordinary General Meeting
Overview of the provision
This provision explains how members must requisition an EGM under section 98: the request must be in writing, specify the proposed decisions or resolutions and be signed by every requisitioning member. For a private company it goes to the board or Managing Director; for a public company it goes to the Company Secretary. A qualifying request therefore needs both the required content and delivery to the appropriate recipient.
Provision references
A requisition by members for an Extraordinary General Meeting under section 98 of this Act— (a) must be made in writing;
A requisition by members for an Extraordinary General Meeting under section 98 of this Act— (b) must state the specific decisions or resolutions proposed to be considered at the meeting;
A requisition by members for an Extraordinary General Meeting under section 98 of this Act— (c) must be signed by all members requisitioning the meeting; and
A requisition by members for an Extraordinary General Meeting under section 98 of this Act— (d) shall be submitted— (1) in the case of a private company, to the Board of Directors or the Managing Director; and (2) in the case of a public company, to the Company Secretary.
Section 100 — Notice of Extraordinary General Meeting
Overview of the provision
This provision requires the board to issue the EGM notice within three days after receiving a written requisition that complies with section 99. The meeting itself must be held within ten days after the requisition is submitted. The notice must state the purpose, agenda, place, date and time, and give at least seven days' notice to members of either a private or public company. The notice-issuing deadline, meeting deadline and minimum notice period must all be accommodated in the timetable.
Provision references
(a) Where a company receives a requisition for an Extraordinary General Meeting in accordance with section 99 of this Act, the Board of Directors shall— (1) issue notice convening the meeting within 3 days after receiving the written requisition; and
(a) Where a company receives a requisition for an Extraordinary General Meeting in accordance with section 99 of this Act, the Board of Directors shall— (2) hold the meeting within 10 days after the requisition is submitted.
(b) Where a company holds an Extraordinary General Meeting, notice shall be given to its members stating the purpose, agenda, place, date and time of the meeting. The notice shall be given— (1) in the case of a private company, at least 7 days before the date of the Extraordinary General Meeting; and (2) in the case of a public company, at least 7 days before the date of the Extraordinary General Meeting.
Section 101 — Registrar’s Power to Call a General Meeting
Overview of the provision
This provision enables any member to approach the Registrar if a general meeting cannot, for any reason, be held or conducted within the time or in the manner required by the Act or articles. The Registrar may direct the board to hold it. If the company fails to follow that direction, the Registrar may convene and supervise the meeting, chairing it personally or appointing a chair. Such a meeting may proceed with just one member or one appointed proxy present, notwithstanding contrary requirements elsewhere in the Act. The application process and rules for these supervised meetings are prescribed by regulations.
Provision references
(a) Where, for any reason, a general meeting of a company cannot be held or conducted within the period or in the manner prescribed by the Articles of Association of the company or by this Act, any member of the company may apply to the Registrar for the convening of a general meeting.
(b) Upon an application under subsection (a), the Registrar may direct the Board of Directors of the company to hold a general meeting.
(c) Where the company fails to hold a general meeting in accordance with a direction under subsection (b), the Registrar may convene a general meeting under the supervision of the Registrar. The meeting shall be chaired by the Registrar or by a person designated by the Registrar.
(d) Notwithstanding anything to the contrary in this Act, a meeting convened by the Registrar under this section may proceed notwithstanding that only one member of the company, or one person appointed as a proxy, is present.
(e) The procedure for making an application to the Registrar under this section, the manner in which such an application is to be dealt with, and the rules and procedures for conducting a general meeting under the supervision of the Registrar shall be prescribed by regulations made under this 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.