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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
Private-company quorum is members representing more than 50% of shares. Public-company quorum is at least three members representing more than 10% of shares. A proxy counts as a member for quorum. Subject to class rights, each share carries one vote; joint holding and alternative voting procedures follow section 107 and the Articles. A proxy must follow the appointing member's instructions.
Step-by-step procedure
- Freeze the relevant share and voting data at the correct time.
- Identify disqualified/non-voting shares and proxy holdings.
- Calculate quorum before and during the meeting.
- Record the voting method and denominator for each resolution.
- Preserve poll/electronic results and chair rulings.
Documents and evidence
- Current Register of Members
- Class-rights schedule
- Proxy register
- Quorum worksheet
- Voting/poll record
Points requiring care
Particular care is needed to avoid using number of people rather than the statutory share denominator for a private company, as well as confusing the resolution threshold with the quorum threshold.
Related Act provisions
Section 106 — Quorum of the Meeting
Overview of the provision
This provision sets a private company's meeting quorum at members representing more than 50% of the company's shares. Exactly 50% does not meet that wording. For a public company, at least three members must together represent more than 10% of its shares; both the headcount and shareholding requirements must be met. A member's appointed proxy counts as a member for quorum purposes.
Provision references
(a) The quorum for a meeting of members of a company is— (1) in the case of a private company, members representing more than 50% of the shares of the company; or
(a) The quorum for a meeting of members of a company is— (2) in the case of a public company, at least 3 members representing more than 10% of the shares of the company.
(b) For the purposes of this section, a proxy appointed by a member shall be treated as a member for the purpose of constituting a quorum.
Section 107 — Right to Vote
Overview of the provision
This provision gives each member one vote per share, subject to the rights and restrictions of the relevant share class. Voting may be by show of hands, electronically or another method prescribed by the articles. Unless the articles say otherwise, joint holders vote through their designated member, or, if none is designated, the joint holder named first in the members' register. The articles may also prescribe different voting procedures for general meetings dealing with dividends or winding up, taking account of share classes and their attached rights.
Provision references
(a) Subject to the rights and restrictions attached to the class of shares held, every member is entitled to one vote for each share held by that member at a meeting of members. Voting at the meeting may be conducted by a show of hands, by electronic means or by any other method prescribed in the Articles of Association of the company.
(b) Unless otherwise provided in the Articles of Association of the company, where shares are held jointly, the person entitled to vote is the member designated by the joint holders or, where no member has been so designated, the member whose name appears first in the Register of Members maintained under section 81 of this Act.
(c) Nothing in this section prevents the Articles of Association of a company from prescribing different voting procedures for general meetings concerning the distribution of dividends or the winding up of the company, having regard to the different classes of shares and the rights attached to them.
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.