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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
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.
Explanation and core rules
Minutes cover meetings and resolutions passed without a meeting. Preparation and recording must occur within 14 days. The chair of that meeting or the next meeting signs meeting minutes; written resolutions are signed by members. Signed records are evidence unless the contrary is proved. A requested copy is generally provided within 14 days, subject to a longer Registrar-determined period.
Step-by-step procedure
- Prepare the draft from contemporaneous notes and voting records.
- Record declarations, quorum, resolutions and vote outcomes accurately.
- Approve/sign within the statutory framework.
- Index and preserve supporting documents.
- Operate a controlled member-inspection and copy-request process.
Documents and evidence
- Attendance and quorum list
- Agenda/board papers
- Draft and signed minutes
- Written resolutions
- Inspection/copy request log
Points requiring care
Particular care is needed to avoid minutes that state only an outcome and omit the authority, conflicts or vote, as well as backdating or reconstructing minutes without identifying later preparation.
Related Act provisions
Section 109 — Minutes
Overview of the provision
This provision requires the company to prepare and record minutes within 14 days for member meetings and their resolutions, and for member resolutions passed without a meeting. Meeting minutes must be signed within a reasonable period by the chair of that meeting or the next meeting. For a resolution without a meeting, the members must sign within a reasonable period. Written records signed in this way are evidence of the proceedings, resolutions and decisions unless the contrary is proved. Recording and signing therefore give the decision a reliable evidential record.
Provision references
(a) Every company shall, within 14 days, prepare and record minutes of— (1) the proceedings of meetings of members of the company and the resolutions passed at those meetings; and (2) resolutions passed by members without a meeting.
(b) The company shall ensure that the minutes of a meeting are signed within a reasonable period by— (1) the person who chaired that meeting; or (2) the person who chairs the next meeting.
(c) Where a resolution is passed without a meeting, the company shall ensure that the resolution is signed by the members within a reasonable period.
(d) Minutes recorded in writing and signed in accordance with this section are, unless the contrary is proved, evidence of the proceedings, resolutions and decisions to which they relate.
Section 110 — Access to Meeting Minutes and Documents by Members
Overview of the provision
This provision requires free member access to inspect meeting minutes and documents, including records of resolutions passed without a meeting. A member may also request in writing a copy of all or part of meeting minutes, or the record of a resolution made without a meeting. The company must provide the requested document within 14 days of receiving the request, unless the Registrar determines a longer period under the regulations. Inspection and obtaining a copy are related but distinct access rights.
Provision references
The company shall ensure that arrangements are in place for members to inspect, without charge, the minutes and documents relating to meetings of members and resolutions passed without a meeting. (a) A member may make a written request to the company for a copy of— (1) the minutes of a meeting of members, or any part of those minutes; or (2) the record of a resolution passed by members without a meeting. (b) Upon receipt of a request under paragraph (a), the company shall provide the requested document to the member within— (1) 14 days after receipt of the request; or (2) such longer period as may be determined by the Registrar in accordance with regulations made under this Act.
The company shall ensure that arrangements are in place for members to inspect, without charge, the minutes and documents relating to meetings of members and resolutions passed without a meeting. (a) A member may make a written request to the company for a copy of— (1) the minutes of a meeting of members, or any part of those minutes; or (2) the record of a resolution passed by members without a meeting.
The company shall ensure that arrangements are in place for members to inspect, without charge, the minutes and documents relating to meetings of members and resolutions passed without a meeting. (b) Upon receipt of a request under paragraph (a), the company shall provide the requested document to the member within— (1) 14 days after receipt of the request; or (2) such longer period as may be determined by the Registrar in accordance with 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.