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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Single-member company decisions
Single-member structures simplify attendance and quorum but do not eliminate written decisions, registers, accounts or conflict discipline.
Explanation and core rules
The sole member's signed written AGM decision can satisfy section 92. The Register of Members must state that the company has one member. The sole-director rules in sections 122 and 139 address vacancy and board decisions. Company and personal capacities must remain distinct even where the same person is sole member, sole director and Managing Director.
Step-by-step procedure
- Label the capacity in which every decision is made.
- Use separate sole-member and sole-director resolutions.
- Record transactions between the person and company on arm's-length terms.
- Maintain all statutory registers and annual reports.
- Plan for death, incapacity and replacement of the sole director.
Documents and evidence
- Sole-member resolution
- Sole-director resolution
- Register statements
- Related-party agreement
- Succession/emergency governance plan
Points requiring care
Particular care is needed to avoid one document confusing member, director and personal decisions, as well as a sole director attempting to resign without satisfying section 122.
Related Act provisions
Section 9 — Characteristics of a Private Company
Overview of the provision
This provision sets out the basic structure of a private company. It needs specified share capital divided into at least one share and must have between one and 50 members. It must also have at least one director, and its constitution must identify it as a private company and prohibit sales of its shares to the public. These are defining features of the private-company form, rather than optional arrangements.
Provision references
A private company is a company that has the following characteristics— (a) it has a specified share capital consisting of one or more shares;
A private company is a company that has the following characteristics— (b) it has a minimum of one member and a maximum of 50 members;
A private company is a company that has the following characteristics— (c) it has one or more directors; and
A private company is a company that has the following characteristics— (d) its constitution states that it is a private company and prohibits the sale of its shares to the public.
Section 80 — Members of the Company
Overview of the provision
This provision explains how initial membership arises: a person who agrees to take shares and subscribes their name to the articles becomes a member when the company is registered and must be entered in the members' register. After incorporation, a person becomes a member by agreeing to take shares, acquiring them under the Act and the company's governing rules, and being entered in that register. Agreement, lawful acquisition and the register therefore work together in identifying later members.
Provision references
(a) Every person who has agreed to take shares in a company and whose name is subscribed to the Articles of Association shall, upon registration of the company, be deemed to be a member of the company and shall be entered in the Register of Members.
(b) After the registration of a company, any person who agrees to take shares in the company and whose name is entered in the Register of Members upon acquiring shares in accordance with this Act and the company’s Bylaws is a member of the company.
Section 81 — Register of Members
Overview of the provision
This provision requires every company except a listed public company to keep a members' register at its office. For each member it must record the name, permanent and service addresses, entry date, and the appropriate identification: a Maldivian identity-card number, a foreign individual's nationality and passport number, or a legal entity's registration number. It must show share numbers, any assigned serial numbers and relevant classes, and amounts paid or treated as paid. The same information must be retained for anyone who was a member or registered as one during the previous five years, with the membership-ending date. Joint holdings require details for every joint owner. A single-member company's register must expressly state that it has only one member, as well as recording that member's details.
Provision references
(a) Every company, other than a listed public company, shall maintain a Register of Members at its office.
(b) The Register of Members shall contain— (1) the name, permanent address and service address of each member;
(b) The Register of Members shall contain— (2) in the case of a Maldivian citizen, the national identity card number; in the case of a non-Maldivian individual, the nationality and passport number; and in the case of a legal entity, the registration number;
(b) The Register of Members shall contain— (3) the date on which each member was entered in the Register of Members;
(b) The Register of Members shall contain— (4) in relation to the shares comprising the capital of the company— (i) the number of shares held by each member and the serial number of each share, where a serial number has been assigned; (ii) the class of shares held by each member, where the share capital of the company consists of more than one class of shares; and (iii) the amount paid, or agreed to be treated as paid, on the shares held by each member; and
(b) The Register of Members shall contain— (5) the information specified in paragraphs (1) to (4) in respect of every person who was a member or was registered as a member during the preceding 5 years, together with the date on which that person ceased to be a member.
(c) Where a share registered in the name of a member is held or registered in the names of more than one person, the information specified in subsection (b) in respect of each such person must be entered in the Register of Members.
(d) Where the company is a single-member company, the Register of Members shall, in addition to the information relating to the sole member, contain a statement that the company has only one member.
Section 92 — General Meetings of Single-Member Companies
Overview of the provision
This provision gives a single-member company a written-decision route for AGM business. When the sole member makes the relevant decision and communicates it to the company in writing under their signature, it satisfies the requirement for a general meeting and the business that an AGM must transact. For that purpose, the company is exempt from sections 94, 96, 106, 107 and 108. The written, signed communication is the mechanism that replaces the usual meeting process.
Provision references
(a) In the case of a single-member company, where the sole member makes a decision in relation to the Annual General Meeting and communicates that decision to the company in writing under the member’s signature, that decision shall be treated as satisfying the requirement to hold a general meeting and to transact the business required to be transacted at an Annual General Meeting.
(b) For the purposes of subsection (a), a single-member company is exempt from the requirements of sections 94, 96, 106, 107 and 108 of this Act.
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.
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 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 139 — Decisions of the Board of Directors
Overview of the provision
This provision gives each director present one vote and requires a majority of the directors present for a decision at a board meeting. A decision without a meeting needs support from more than half of all directors currently in office. The articles may set a higher majority for either route. Where there is only one director, that director's signed resolution counts as the board decision the Act requires. The applicable approval test therefore depends on how the decision is taken and whether the articles increase it.
Provision references
(a) At a meeting of the Board of Directors, each director present has one vote.
(b) A decision of the directors at a meeting of the Board shall be made by a majority of the directors present at the meeting.
(c) Notwithstanding subsection (b), a decision of the Board of Directors may be made without a meeting if supported by more than 50% of the total number of directors for the time being in office.
(d) Nothing in subsection (b) or (c) prevents the Articles of Association of the company from requiring a higher majority than that specified in the relevant subsection for a decision of the Board of Directors.
(e) Where this Act requires a decision of the directors, in the case of a company having only one director, a resolution signed by that director shall be treated as a decision of the Board of Directors.
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.