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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Transitional position and current-law check
The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.
Explanation and core rules
Companies registered under the former law continued under the new Act. New obligations and director qualification requirements were subject to the transition provisions in sections 243 to 245. An existing constitutional term conflicting with the Act or regulations is void to the extent of inconsistency. The historic one-year transition has expired; it should not be presented as a current grace period. Section 244(b) remains relevant: the section 115(b)(3) conviction ground applies only to convictions after commencement of the Act. Do not confuse that limitation with the expired one-year qualification transition.
Step-by-step procedure
- Identify whether the company predates 1 January 2024.
- Audit its constitution, directors, registers and annual compliance against the new regime.
- Remove reliance on expired transition periods.
- Address legacy dissolution designations under the specific applicable procedure.
Documents and evidence
- Legacy registration record
- Current constitution
- Director register and declarations
- Historic fee/fine notices
- Transition remediation log
Points requiring care
Particular care is needed to avoid repeating an early 2024 publication's future-tense transition guidance in a 2026 opinion, as well as assuming old articles remain effective because they were never formally amended.
Related Act provisions
Section 241 — Repeal of Law
Overview of the provision
This provision repealed the previous Companies Act, Law No. 10/96, when the new Act commenced. It marks the replacement of the earlier legislation, subject to the transition arrangements that follow.
Provision references
Upon the commencement of this Act, Law No. 10/96 (Companies Act of the Maldives) is repealed.
Section 242 — Continuance of Companies Registered at the Commencement of the Act
Overview of the provision
This provision preserves companies that were registered under Law No. 10/96 immediately before the new Act began. They continue as registered companies in the section 231 register and become subject to the new Act. Repeal of the old legislation therefore did not itself end their existence.
Provision references
Notwithstanding section 241 of this Act, a company registered under Law No. 10/96 (Companies Act of the Maldives) immediately before the commencement of this Act shall continue in existence as a company registered in the register specified in section 231 of this Act, and this Act shall apply to that company.
Section 243 — New Obligations under this Act
Overview of the provision
This provision gave existing companies registered under Law No. 10/96 one year from the new Act's commencement to meet newly imposed obligations. It is a commencement-based transition period, not a fresh year available whenever a duty is discovered. A conflicting article is nevertheless void to the extent it contradicts the Act or regulations, with the Act prevailing. The transitional period must therefore be distinguished from the effect of an inconsistent constitutional term.
Provision references
(a) Where a company registered under Law No. 10/96 (Companies Act of the Maldives) is required, upon commencement of this Act, to fulfil any new obligation imposed by this Act, the company shall fulfil that obligation within one year from the date of commencement of this Act.
(b) Notwithstanding subsection (a), where any provision of the Articles of Association of a company conflicts with this Act or regulations made under it, that provision is void to the extent of the inconsistency, and this Act shall prevail over that provision.
Section 244 — Commencement of Director Qualifications
Overview of the provision
This provision delayed application of section 115's director qualifications to directors already serving at commencement until one year after commencement. It also limits the conviction rule in section 115(b)(3) to convictions occurring after the Act commenced. These are specific transitional rules about existing directors and the timing of the relevant conviction.
Provision references
(a) The qualifications for directors specified in section 115 of this Act shall apply, beginning one year after the date of commencement of this Act, to directors serving on the Board of Directors of a company at the commencement of this Act.
(b) Notwithstanding subsection (a), section 115(b)(3) of this Act applies only where the conviction referred to in that provision occurs after the date of commencement of this Act.
Section 245 — Fulfilment of New Obligations by Re-registered Foreign Companies
Overview of the provision
This provision gave a foreign company already re-registered under section 94 of the old Companies Act one year from the new Act's commencement to fulfil new obligations imposed on it. The period is tied to commencement of the legislation, rather than to a later application by the company.
Provision references
Where a foreign company re-registered under section 94 of Law No. 10/96 (Companies Act of the Maldives) is required, upon commencement of this Act, to fulfil any new obligation imposed by this Act, the company shall fulfil that obligation in accordance with this Act within one year from the date of commencement of this Act.
Section 246 — Regarding Companies Designated for Dissolution under the Previous Law
Overview of the provision
This provision applies only to companies already designated for dissolution under old section 75(a)(3) when the new Act commenced. Their outstanding old-law annual fees and fines were waived on commencement. The text also provides a route for a company wishing to resume activity to apply to revoke that designation, subject to payment of applicable fees or fines within three months of the Registrar's designation and the regulatory requirements. The waiver and this conditional route need to be read together for the particular company. Other covered companies are dissolved through the prescribed transitional procedure and removed from the register, without applying the ordinary section 207 dissolution process.
Provision references
(a) This section applies only to a company that, at the commencement of this Act, had been designated by the Registrar for dissolution under section 75(a)(3) of Law No. 10/96 (Companies Act of the Maldives).
(b) Any outstanding annual company fee or fine payable under Law No. 10/96 (Companies Act of the Maldives) by a company to which this section applies is waived upon commencement of this Act.
(c) Notwithstanding subsection (a), a company referred to in that subsection that wishes to become active or resume operations may, upon application, have its designation for dissolution revoked and resume operations, provided that it pays the applicable fees or fines within 3 months from the date on which the Registrar designated the company for dissolution, in accordance with regulations made under this Act.
(d) A company specified in subsection (a), other than a company referred to in subsection (c), shall be dissolved by the Registrar after completion of the procedures prescribed by regulations made under this Act, and the name of the company shall be removed from the Register in accordance with this Act.
(e) Section 207 of this Act does not apply to the dissolution under subsection (d) of a company specified in subsection (a).
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.