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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Responding to a Registrar notice or default
A sound response cures the live record, preserves evidence, distinguishes each alleged breach and prevents a notice from becoming inactivity, larger fines or criminal exposure.
Explanation and core rules
A Registrar rectification period can differ from the original statutory filing period. Late filing may not invalidate some underlying acts, but offence exposure can remain. A direction under section 240 should be analysed separately from a listed Chapter Fifteen offence. The response should not admit facts or legal characterisations unnecessarily. Directors must consider company interests, disclosure and preservation duties while responding.
Step-by-step procedure
- Diary the notice, service method, response and payment dates immediately.
- Secure the complete internal and portal record.
- Separate factual correction, legal submissions, extension request and payment issues.
- Authorise and file the cure through the correct corporate process.
- Verify the register, close root cause and report to the board.
Documents and evidence
- Registrar notice and proof of service
- Chronology/evidence bundle
- Board authority
- Legal representations
- Corrected filing and receipt
- Remediation report
Points requiring care
Particular care is needed to avoid responding only with a new portal upload and no answer to the formal direction, as well as an unreviewed explanation creating admissions relevant to director or criminal liability.
Related Act provisions
Section 50 — Submission of Amendments to the Company’s Constitution to the Registrar
Overview of the provision
Submitting and registering the change
This provision requires a company to notify a constitutional amendment within 30 days of the amendment and submit the amended memorandum or articles for registration through the prescribed procedure. The submission must include the members' special resolution, the amended document, the section 228 compliance statement and the Schedule 1 fee. If the requirements are met, the Registrar must register the amendment and notify the company. If the Registrar has reason to believe that the submission conflicts with the Act, its regulations or the company's articles, the Registrar may require correction and resubmission, allowing the reasonable period prescribed by regulations.
Consequences of non-compliance
Failure to meet the initial filing requirements or a correction direction within the applicable period is an offence under Chapter Fifteen. However, missing the initial filing period does not by itself invalidate an amendment that was made in accordance with the Act and the articles. The filing breach and the amendment's substantive validity are separate questions.
Provision references
(a) Where an amendment is made to the Memorandum of Association or Articles of Association of a company, the company shall notify the Registrar of the amendment within 30 days of its occurrence. The amended Memorandum of Association or Articles of Association shall also be submitted to the Registrar for registration in the register in the manner prescribed by regulations made under this Act.
(b) When submitting an amended Memorandum of Association or Articles of Association to the Registrar under subsection (a), the following shall be provided— (1) the special resolution containing the decision of the members to amend the Memorandum of Association or Articles of Association; (2) the amended Memorandum of Association or Articles of Association; (3) the statement of compliance specified in section 228 of this Act; and (4) the fee specified in Schedule 1 to this Act.
(c) Where a submission is made to the Registrar in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the amendment to the Memorandum of Association or Articles of Association in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that a submission made under this section contains any matter inconsistent with this Act, regulations made under it or any provision of the company’s Articles of Association, the Registrar may direct the company to rectify and resubmit the submission. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit it.
(e) A failure by a company to comply with the requirements of subsection (a) within the period specified in that subsection, or to comply with a direction of the Registrar under subsection (d) within the period specified in the direction, constitutes an offence, and action shall be taken in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, render an amendment to the Memorandum of Association or Articles of Association void. Where the amendment has been made in accordance with this Act and the Articles of Association of the company, the amendment remains valid.
Section 72 — Registrar’s Direction to Change Name
Overview of the provision
This provision empowers the Registrar to require a name change where the name falls within section 68(a)'s prohibited categories or a decision under section 71(d) requires it. The company must complete the section 70 change and registration within 30 days of receiving the notice, or within an extended period not exceeding 60 days if an extension is requested and granted. Failure to comply and make the required submission in time is an offence by both the company and every director, dealt with under Chapter Fifteen. The Registrar may also replace the name with the company's registration number or a name reflecting it, through the prescribed regulatory procedure.
Provision references
(a) The Registrar may direct a company to change its name where— (1) the registered name of the company, for any reason, falls within a category specified in section 68(a) of this Act; or (2) the Registrar determines under section 71(d) of this Act that the company is required to change its name.
(b) Where the Registrar directs a company to change its name under subsection (a), the company shall comply with the direction and change and register its name in accordance with section 70 of this Act within 30 days after receipt of the notice or, where an extension is requested and granted, within a period not exceeding 60 days.
(c) Where a company fails to comply with the direction and make the required submission to the Registrar within the period specified in subsection (b), an offence is committed by— (1) the company; and (2) every director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
(d) Where a company fails to comply with the direction and make the required submission to the Registrar within the period specified in subsection (b), the Registrar may change the name of the company to its registration number or to another name reflecting its registration number, in the manner prescribed by regulations made under this Act.
Section 125 — Notifying the Registrar of Changes to Directors
Overview of the provision
Recording a director or Managing Director change
This provision requires notification of a change in directors or Managing Director within 15 days of the change, with particulars submitted for registration through the regulatory procedure. The submission must identify each new appointee, their addresses and appropriate identity details, and include the members' appointment, designation or removal resolution. It must also include each new appointee's notarised acceptance and section 115 eligibility declaration, and any further prescribed information. When the requirements are met, the Registrar must register the change and notify the company.
Corrections and late submissions
If the Registrar reasonably believes the submission conflicts with the Act, regulations or articles, the Registrar may direct correction and resubmission within a reasonable period prescribed by regulations. Failure to meet the initial deadline or the correction direction is an offence by the company under Chapter Fifteen. Late initial notification does not by itself invalidate a change otherwise made in accordance with the Act and articles. The filing breach must therefore be distinguished from the validity of the appointment or other change.
Provision references
(a) Where any change occurs in the persons serving as directors or in the person serving as Managing Director of a company, the change must be notified to the Registrar within 15 days of its occurrence. The particulars of the persons concerned must also be submitted to the Registrar for registration in the register specified in section 231 of this Act, in the manner prescribed by regulations made under this Act.
(b) A submission to the Registrar under subsection (a) must be accompanied by— (1) the name, permanent address, service address and National Identity Card number of each newly appointed or designated director or Managing Director or, in the case of a person who is not a Maldivian citizen, that person’s nationality and passport number or national identification number issued by that person’s country;
(b) A submission to the Registrar under subsection (a) must be accompanied by— (2) the resolution containing the decision of the members to appoint, designate or remove the director or Managing Director;
(b) A submission to the Registrar under subsection (a) must be accompanied by— (3) a notarised declaration by each newly appointed or designated director or Managing Director stating that the person accepts the appointment and satisfies the qualifications for acting as a director under section 115 of this Act; and
(b) A submission to the Registrar under subsection (a) must be accompanied by— (4) any other information prescribed by regulations made under this Act.
(c) Where a submission is made to the Registrar in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the changes relating to the directors or Managing Director of the company in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that a submission made under this section contains any matter that contravenes this Act, regulations made under it or any provision of the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit it. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the matter.
(e) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to rectify and resubmit within the period specified by the Registrar under subsection (d), the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, invalidate a change relating to the directors or Managing Director of the company. Where the change has been made in accordance with this Act and the Articles of Association of the company, the change remains valid.
Section 126 — Registrar’s Direction to Appoint Directors
Overview of the provision
This provision enables the Registrar to direct a company to restore the minimum board required by section 113, including where someone reports the shortfall. On receiving a direction, the company must appoint the required directors within ten days and submit the section 125(b) information. The same ten-day appointment and information requirement applies to a direction to appoint a missing Managing Director under section 114. Failure to comply within the relevant period is an offence by the company under Chapter Fifteen.
Provision references
(a) Where at any time a company does not have the number of directors required under section 113 of this Act, or the Registrar is notified by any person that the company does not have the required number of directors, the Registrar may direct the company to appoint the number of directors required under that section. Where such a direction is given, the company must appoint the required number of directors within 10 days after receipt of the direction and submit to the Registrar the information specified in section 125(b) of this Act.
(b) Where at any time a company does not have a Managing Director as required under section 114 of this Act, or the Registrar is notified by any person that the company does not have a Managing Director, the Registrar may direct the company to appoint a Managing Director in accordance with that section. Where such a direction is given, the company must appoint a Managing Director in accordance with section 114 within 10 days after receipt of the direction and submit to the Registrar the information specified in section 125(b) of this Act.
(c) Where a company fails to comply with subsection (a) or (b) within the period specified in the relevant subsection, the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
Section 145 — Notification to the Registrar upon Change of Secretary
Overview of the provision
Filing a secretary change
This provision requires a secretary change to be notified within 15 days and its particulars submitted for registration under the regulatory procedure. The package includes the new secretary's name, addresses and applicable identity or registration details, the board's change resolution, a notarised acceptance and section 115 eligibility declaration, and any further prescribed information. Once the requirements are met, the Registrar must register the change and notify the company.
Corrections and non-compliance
The Registrar may require a submission believed to conflict with the Act, regulations or articles to be corrected and resubmitted within the reasonable period prescribed by regulations. Missing the initial deadline or a correction deadline is an offence by the company under Chapter Fifteen. However, lateness in the initial notification does not alone invalidate a change otherwise made under the Act and articles. Filing compliance and the validity of the underlying change remain distinct.
Provision references
(a) Where any change is made to the Company Secretary, the change must be notified to the Registrar within 15 days of its occurrence. The particulars relating to the change must also be submitted to the Registrar for registration in the register in the manner prescribed by regulations made under this Act.
(b) A submission to the Registrar under subsection (a) must be accompanied by— (1) the name, permanent address, service address and Maldivian National Identity Card number or registration number of the newly appointed Secretary or, if the Secretary is not a Maldivian citizen, the nationality and passport number or national identification number issued by that country; (2) the resolution containing the decision of the Board of Directors to change the Company Secretary; (3) a notarised declaration by the newly appointed Secretary stating acceptance of the appointment and confirming that the qualifications specified in section 115 of this Act are satisfied; and (4) any other information prescribed by regulations made under this Act.
(c) Where a submission is made to the Registrar in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the change in the Company Secretary in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that a submission made under this section contains any matter that conflicts with this Act, regulations made under it or any provision of the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit it. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the matter.
(e) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to rectify and resubmit within the period specified under subsection (d), the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, invalidate a change made to the Company Secretary. Where the change has been made in accordance with this Act and the Articles of Association of the company, the change remains valid.
Section 154 — Notification of Capital Alteration to the Registrar
Overview of the provision
Applying to register a capital change
This provision requires a capital alteration under section 152 or 153 to be notified within 30 days, with an application for registration under the regulations. The company must include the special resolution, particulars of the alteration, the Schedule 1 fee and other prescribed information; a reduction also requires the section 228 compliance statement. If the requirements are met, the Registrar must register the alteration and notify the company.
Corrections and legal effect
The Registrar may direct correction and resubmission of an application believed to conflict with the Act, regulations or articles, allowing the reasonable period prescribed by regulations. Failure to meet the initial requirement or correction deadline is an offence by the company and every director under Chapter Fifteen. A late initial submission does not alone invalidate an alteration otherwise made in accordance with the Act and articles. The capital decision and compliance with its filing duties must therefore be assessed separately.
Provision references
(a) Where an alteration is made to the share capital of a company under section 152 or 153 of this Act, the company must notify the Registrar within 30 days of the alteration and submit an application for registration of the alteration in the manner prescribed by regulations made under this Act.
(b) An application under subsection (a) must be accompanied by— (1) the special resolution containing the decision of the members to increase or reduce the share capital; (2) particulars of the alteration made to the share capital; (3) where the application relates to a reduction of share capital, the statement of compliance specified in section 228 of this Act; (4) the fee prescribed in Schedule 1 to this Act; and (5) any other information prescribed by regulations made under this Act.
(c) Where an application is submitted in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the alteration to the share capital of the company in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that an application submitted under this section contains any matter that contravenes this Act, regulations made under it or any provision of the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit the application. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the application.
(e) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to rectify and resubmit an application within the period specified by the Registrar under subsection (d), an offence is committed by— (1) the company; and (2) every director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, invalidate an alteration to the share capital of the company. Where the alteration has been made in accordance with this Act and the Articles of Association of the company, the alteration remains valid.
Section 168 — Notification of Share Changes to the Registrar
Overview of the provision
Notifying the Registrar
This provision requires the Registrar to be notified within 15 days of an allotment, transfer, transmission or other change to the members' register, with the relevant persons' particulars submitted for the official register. The submission must include the newly registered member's details and consent; a transfer also requires the transferor's details and transfer instrument. Other prescribed information must be provided too. When the requirements are satisfied, the Registrar must register the change and notify the company.
Corrections and late filing
The Registrar may require a submission believed to conflict with the Act, regulations or articles to be corrected and resubmitted within the reasonable regulatory period. Non-compliance with the section's requirements or periods by the company or a director is an offence under Chapter Fifteen. However, a late initial notification does not alone invalidate a register change otherwise made under the Act and articles. The company's underlying change and its later notification to the Registrar are therefore distinct steps.
Provision references
(a) The Registrar must be notified within 15 days of— (1) any allotment of shares under section 155 of this Act; (2) any transfer of shares under section 163 of this Act; (3) any transmission of shares under section 167 of this Act; or (4) any other change made to the Register of Members. The particulars of the persons concerned must also be submitted to the Registrar for registration in the register specified in section 231 of this Act.
(b) A submission under subsection (a) must be accompanied by— (1) particulars of the newly registered member and that member’s consent; (2) in the case of a transfer under section 163 of this Act, particulars of the transferor and the instrument of transfer; and (3) any other information prescribed by regulations made under this Act.
(c) Where a submission is made in accordance with subsections (a) and (b), and the requirements of this Act are fulfilled, the Registrar shall register the change in the register specified in section 231 of this Act and notify the company accordingly.
(d) Where the Registrar has reason to believe that a submission made under this section contains any matter that conflicts with this Act, regulations made under it or the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit it within such reasonable period as may be prescribed by regulations made under this Act.
(e) Where the company or any of its directors fails to comply with the requirements or periods specified in this section, an offence is committed and action shall be taken in accordance with Chapter Fifteen of this Act.
(f) A failure to comply within the period specified in subsection (a) does not, solely by reason of that failure, invalidate a change made to the Register of Members. Where the change has been made in accordance with this Act and the Articles of Association of the company, the change remains valid.
Section 174 — Registration of Charge
Overview of the provision
Charges and releases that must be filed
This provision requires the company to notify the Registrar within 30 days when a covered share or asset charge is created in someone's favour. The categories include security for debentures, charges over uncalled or unpaid share capital, company-held subsidiary shares, floating charges over assets or the undertaking, and other charges specified by regulations. When a registered charge is satisfied and released, the company or someone with an interest in it must notify the Registrar within 30 days through the regulatory procedure.
Registration and correction
If the requirements are met, the Registrar must register the creation or release and notify the company. The Registrar may require correction and resubmission of material believed to conflict with the Act, regulations or articles, allowing the reasonable period prescribed by regulations. Failure to meet a creation or release deadline, or a correction direction, is an offence by the company under Chapter Fifteen.
Provision references
(a) Where any shares or assets of a company specified in subsection (b) are charged in favour of any person, the company shall notify the Registrar within 30 days, in accordance with regulations made under this Act.
(b) For the purposes of subsection (a), a charge created over any of the following assets of the company must be submitted for registration— (1) a charge created for the purpose of securing debentures; (2) a charge created over uncalled share capital or unpaid share capital; (3) a charge created over shares held by the company in a subsidiary; (4) a floating charge over the assets or undertaking of the company; and (5) any other charge specified by regulations made under this Act.
(c) Where a charge registered with the Registrar under subsection (a) is satisfied and released, the company or any person having an interest in the charge shall notify the Registrar within 30 days, in accordance with regulations made under this Act.
(d) Where a submission is made to the Registrar in accordance with subsection (a) or (c), and the requirements of this Act are fulfilled, the Registrar shall register the matter in the register specified in section 231 of this Act and notify the company accordingly.
(e) Where the Registrar has reason to believe that a submission made under this section contains any matter that conflicts with this Act, regulations made under it or the Articles of Association of the company, the Registrar may direct the company to rectify the matter and resubmit it. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the matter.
(f) Where a company fails to comply with subsection (a) or (c) within the period specified in the relevant subsection, or fails to comply with a direction of the Registrar under subsection (e) within the period specified, the company commits an offence. Action shall be taken against the company in accordance with Chapter Fifteen of this Act.
Section 178 — Submission of Significant Beneficial Owner Information to the Registrar
Overview of the provision
This provision requires the company to notify the Registrar within 30 days after receiving Significant Beneficial Owner information under section 177(a), (b) or (c). Once the requirements are met, the Registrar must register the information and notify the company. If the Registrar believes the submission conflicts with the Act or regulations, correction and resubmission may be required within the reasonable period prescribed by regulations. Failure to meet the initial deadline or correction direction is an offence by both the company and every director under Chapter Fifteen.
Provision references
(a) Within 30 days after receiving information relating to a Significant Beneficial Owner under section 177(a), (b) or (c) of this Act, the company shall notify the Registrar in accordance with regulations made under this Act.
(b) Where a submission is made to the Registrar in accordance with subsection (a), and the requirements of this Act are fulfilled, the Registrar shall register the information in the register specified in section 231 of this Act and notify the company accordingly.
(c) Where the Registrar has reason to believe that a submission made under this section contains any matter that conflicts with this Act or regulations made under it, the Registrar may direct the company to rectify the matter and resubmit it. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to rectify and resubmit the matter.
(d) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to comply with a direction of the Registrar under subsection (c) within the period specified, an offence is committed by— (1) the company; and (2) every director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
Section 186 — Submission of Directors’ Report to the Registrar
Overview of the provision
This provision requires the Directors' Report for each financial year to be filed within 15 days after the AGM, or by another deadline determined by the Registrar. The Registrar may return a report for correction or resubmission if it does not meet the filing requirement or is incomplete, wrong or illegible, even after accepting it, and must allow the reasonable regulatory period to comply. Failure to file on time or comply with that direction is an offence by the company and its Managing Director under Chapter Fifteen. Acceptance therefore does not prevent a later correction requirement.
Provision references
(a) For each financial year, the company shall submit its Directors’ Report to the Registrar within 15 days after the date of the Annual General Meeting or by such other deadline as may be determined by the Registrar.
(b) Where a Directors’ Report is not submitted in accordance with subsection (a), or where the information contained in the report is incomplete, erroneous or illegible, the Registrar may, notwithstanding that the report has been accepted, return it and direct that it be rectified or resubmitted. The company shall be given a reasonable period, as prescribed by regulations made under this Act, within which to comply with the direction.
(c) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to comply with a direction of the Registrar under subsection (b) within the period specified, an offence is committed by— (1) the company; and (2) the Managing Director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
Section 187 — Submission of Annual Financial Accounts to the Registrar
Overview of the provision
This provision requires annual financial accounts for each year to be filed within 15 days after the AGM, or by another deadline the Registrar determines. The Registrar may return them for correction or resubmission if the filing requirement is not met or the accounts are incomplete, false, erroneous or illegible, even if previously accepted. Failure to meet the filing deadline or a correction direction within its specified period is an offence by the company and Managing Director under Chapter Fifteen.
Provision references
(a) For each financial year, the annual financial accounts of the company shall be submitted to the Registrar within 15 days after the date of the Annual General Meeting or by such other deadline as may be determined by the Registrar.
(b) Where the annual financial accounts are not submitted in accordance with subsection (a), or where they are incomplete, contain false information or errors, or are illegible, the Registrar may, notwithstanding that they have been accepted, return them and direct that they be rectified or resubmitted.
(c) Where a company fails to comply with subsection (a) within the period specified in that subsection, or fails to comply with a direction of the Registrar under subsection (b) within the period specified, an offence is committed by— (1) the company; and (2) the Managing Director of the company. Action shall be taken against such persons in accordance with Chapter Fifteen of this Act.
Section 208 — Determination of Inactive Companies
Overview of the provision
This provision requires inactive classification for a registered company or re-registered foreign company that lacks the required directors for three months or fails for one year to submit the section 185(c) accuracy declaration. The other triggers are two years' failure to submit required annual statements and reports, or a Chapter Fifteen fine unpaid for one year after the payment period. The Registrar must tell the company why it has been classified as inactive, using a Registrar's Gazette announcement if notice cannot be delivered to its registered service address. When the company meets the relevant requirements and makes the required submission, the Registrar must revoke the inactive determination and remove that status through the regulatory procedure.
Provision references
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (1) the company has failed for a period of 3 months to have the number of directors required under section 113 of this Act;
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (2) the company has failed for a period of one year to submit the declaration verifying the accuracy of the information in the register as required under section 185(c) of this Act;
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (3) the company has failed for a period of 2 years to submit its annual financial statements and reports to the Registrar within the periods required under Chapter Twelve of this Act; or
(a) The Registrar shall determine that a company registered under this Act, or a foreign company re-registered under this Act, is an inactive company and enter it in the register specified in section 231 where— (4) the company has failed for a period of one year to pay a fine imposed under Chapter Fifteen of this Act within the period specified for payment.
(b) The Registrar shall notify the company of the reason or reasons for determining it to be inactive under subsection (a). Where notice cannot be given at the service address of the company recorded in the register, notice shall be given by public announcement in the Registrar’s Gazette.
(c) Where an inactive company fulfils the requirements referred to in subsection (a)(1) to (4) and makes the required submission to the Registrar, the Registrar shall, in accordance with regulations made under this Act, revoke the determination that the company is inactive and remove its inactive status from the register specified in section 231.
Section 230 — Power of Inspection
Overview of the provision
This provision permits the Registrar or a designated person to inspect a company's registered address, service address, office or business premises and obtain information where evidence gives reasonable grounds to believe the Act has been breached. If such evidence-based grounds arise during inspection, the Registrar may stop the unlawful act and proceed against the responsible person under Chapter Fifteen. Obstructing the authorised inspection is itself an offence under that Chapter. The inspection and intervention powers are therefore tied to stated evidential grounds.
Provision references
(a) Where the Registrar has reasonable grounds, based on evidence, to believe that any person has contravened a provision of this Act, the Registrar or a person designated by the Registrar may inspect the registered address, service address, office or place of business of the company concerned and obtain information.
(b) Where, in the course of an inspection under subsection (a), the Registrar has reasonable grounds, based on evidence, to believe that a contravention of this Act has occurred, the Registrar may stop the unlawful act and take action against the person responsible in accordance with Chapter Fifteen of this Act.
(c) A person who obstructs an inspection carried out by the Registrar or a person designated by the Registrar under this section commits an offence. Action shall be taken against that person in accordance with Chapter Fifteen of this Act.
Section 235 — Offences Committed by the Company
Overview of the provision
Company defaults covered by the section
This provision makes specified company failures offences: not filing constitutional amendments, not registering a directed name change, failing to keep the members' or directors' register, and failing to register director changes under the cited provisions. It also covers failure to appoint and file required directors or a Managing Director within a Registrar-directed period, failure to file a secretary change, and failure to appoint and file a required secretary within the directed period. Further offences concern capital-alteration filings, share-transfer requirements, member-register changes, charge or release registration, and maintenance of the charges register. The list also includes beneficial-owner filings and information duties, foreign-company or agent change notices, and filing the Directors' Report and annual financial statements. Each item depends on the requirement in the provision it cross-refers to.
The company's fine
A company committing an offence listed in subsection (a) is liable to MVR 1,000 under this section. That amount is the penalty for this defined list, rather than a universal figure for every breach of the Act.
Provision references
(a) A company commits an offence if it— (1) fails to submit an amendment to its Memorandum of Association or Articles of Association for registration in the Registrar’s register as required under section 50(a) of this Act;
(a) A company commits an offence if it— (2) fails to submit a change of name to the Registrar for registration after being directed to do so under section 72(b) of this Act;
(a) A company commits an offence if it— (3) fails to maintain its Register of Members as required under section 82(a) of this Act;
(a) A company commits an offence if it— (4) fails to maintain its Register of Directors as required under section 124(a) of this Act;
(a) A company commits an offence if it— (5) fails to submit a change relating to its directors to the Registrar for registration as required under section 125(a) of this Act;
(a) A company commits an offence if it— (6) where the number of directors falls below the number required, fails to appoint the required directors and submit their particulars for registration within the period specified by the Registrar under section 126(a) of this Act;
(a) A company commits an offence if it— (7) where the company does not have a Managing Director, fails to appoint a Managing Director and submit the required particulars for registration within the period specified by the Registrar under section 126(b) of this Act;
(a) A company commits an offence if it— (8) fails to submit a change relating to the Company Secretary to the Registrar for registration as required under section 145(a) of this Act;
(a) A company commits an offence if it— (9) where the company does not have a Secretary, fails to appoint a Secretary and submit the required particulars for registration within the period specified by the Registrar under section 146(a) of this Act;
(a) A company commits an offence if it— (10) fails to submit an alteration to the share capital of the company to the Registrar for registration as required under section 154(a) of this Act;
(a) A company commits an offence if it— (11) contravenes the requirements relating to the transfer of shares specified in section 163(f) of this Act;
(a) A company commits an offence if it— (12) fails to submit a change to the Register of Members to the Registrar for registration as required under section 168(a) of this Act;
(a) A company commits an offence if it— (13) fails to submit a charge or the release of a charge for registration as required under section 174(f) of this Act;
(a) A company commits an offence if it— (14) fails to maintain the Register of Charges as required under section 175(a) of this Act;
(a) A company commits an offence if it— (15) fails to submit information relating to Significant Beneficial Owners to the Registrar as required under section 178(a) of this Act;
(a) A company commits an offence if it— (16) fails to comply with the responsibility to obtain, maintain and verify information relating to Significant Beneficial Owners under section 179(a) of this Act;
(a) A company commits an offence if it— (17) fails to notify the Registrar of a change in the information relating to a foreign company re-registered in the Maldives or a change relating to its agent as required under section 36 of this Act;
(a) A company commits an offence if it— (18) fails to submit the Directors’ Report to the Registrar in accordance with section 186 of this Act; or
(a) A company commits an offence if it— (19) fails to submit the annual financial statements of the company to the Registrar in accordance with section 187 of this Act.
(b) A company that commits an offence under subsection (a) is liable to a fine of MVR 1,000.
Section 236 — Offences Committed by Directors
Overview of the provision
This provision identifies offences by a director for failures concerning a directed name change, the members' and directors' registers, and filing a capital alteration. It also covers the specified transfer requirements, member-register change filings, the charges register, Significant Beneficial Owner filings, and obtaining, maintaining and verifying beneficial-owner information. Each offence follows the cross-referenced duty. The director's fine rises from MVR 1,000 for a first offence to MVR 2,000 for a second, and MVR 5,000 for a third or later offence. The section therefore creates personal consequences distinct from the company's own exposure.
Provision references
(a) A director of a company commits an offence if the director— (1) fails to submit a change of name to the Registrar for registration after the company has been directed to do so under section 72(b) of this Act;
(a) A director of a company commits an offence if the director— (2) fails to maintain the Register of Members as required under section 82(a) of this Act;
(a) A director of a company commits an offence if the director— (3) fails to maintain the Register of Directors as required under section 124(a) of this Act;
(a) A director of a company commits an offence if the director— (4) fails to submit an alteration to the share capital of the company to the Registrar for registration as required under section 154(a) of this Act;
(a) A director of a company commits an offence if the director— (5) contravenes the requirements relating to the transfer of shares specified in section 163(f) of this Act;
(a) A director of a company commits an offence if the director— (6) fails to submit a change to the Register of Members to the Registrar for registration as required under section 168(a) of this Act;
(a) A director of a company commits an offence if the director— (7) fails to maintain the Register of Charges as required under section 175(a) of this Act;
(a) A director of a company commits an offence if the director— (8) fails to submit information relating to a Significant Beneficial Owner of shares in the company to the Registrar as required under section 178(a) of this Act; or
(a) A director of a company commits an offence if the director— (9) fails to comply with the responsibility to obtain, maintain and verify information relating to Significant Beneficial Owners under section 179(a) of this Act.
(b) A director who commits an offence under subsection (a) is liable— (1) for a first offence, to a fine of MVR 1,000; (2) for a second offence, to a fine of MVR 2,000; and (3) for a third or subsequent offence, to a fine of MVR 5,000.
Section 237 — Offences Committed by the Managing Director
Overview of the provision
This provision makes the Managing Director personally answerable for the specified failures to submit the Directors' Report under section 186 or annual financial statements under section 187. The fines are MVR 1,000 for a first offence, MVR 2,000 for a second and MVR 5,000 for a third or subsequent offence. The reporting duties therefore carry a particular penalty for the Managing Director as well as the company's obligations elsewhere.
Provision references
(a) A Managing Director commits an offence if the Managing Director— (1) fails to submit the Directors’ Report to the Registrar in accordance with section 186 of this Act; or (2) fails to submit the annual financial statements of the company to the Registrar in accordance with section 187 of this Act.
(b) A Managing Director who commits an offence under subsection (a) is liable— (1) for a first offence, to a fine of MVR 1,000; (2) for a second offence, to a fine of MVR 2,000; and (3) for a third or subsequent offence, to a fine of MVR 5,000.
Section 238 — Offences Committed by Other Parties
Overview of the provision
This provision identifies offences by the registered member who fails to provide required beneficial-owner information, the beneficial owner who fails to provide their information, and either who fails to notify a beneficial-owner change under the cross-referenced duties in section 177. It also covers a liquidator's failure to notify the Registrar within seven days of taking office under section 196(c). For these offences, the fines are MVR 1,000 for a first offence, MVR 2,000 for a second and MVR 5,000 for a third or later offence.
Provision references
(a) A person commits an offence if— (1) being a member of a company who is not the beneficial owner of a share, the person fails to comply with the obligation under section 177(a) of this Act to provide the company with information relating to the beneficial owner;
(a) A person commits an offence if— (2) being the beneficial owner of a share in a company, the person fails to comply with the obligation under section 177(b) of this Act to provide the company with information relating to that person;
(a) A person commits an offence if— (3) being the member registered as the owner of a share or the beneficial owner of that share, the person fails to comply with the obligation under section 177(c) of this Act to notify the company of a change relating to the beneficial owner; or
(a) A person commits an offence if— (4) being a liquidator appointed to carry out the winding up of a company, the person fails to notify the Registrar within 7 days after assuming office as required under section 196(c) of this Act.
(b)The penalties for any party committing an offense specified in subsection (a) are as follows: (1) For the first offense, a fine of MVR 1,000 (One Thousand Maldivian Rufiyaa); (2) For the second offense, a fine of MVR 2,000 (Two Thousand Maldivian Rufiyaa); (3) For the third and any subsequent offenses, a fine of MVR 5,000 (Five Thousand Maldivian Rufiyaa).
Section 239 — Criminal Offences
Overview of the provision
This provision makes false information in a required Registrar submission a Class 1 misdemeanour under Penal Code section 521. Submitting an invalid or forged document as a required document is a fourth-degree felony under section 310. Obstructing the Registrar's authorised inspection is a Class 1 misdemeanour under section 533. The provision therefore connects these forms of filing misconduct and obstruction with specific Penal Code offences.
Provision references
(a) A person who provides false information in any document or information required to be submitted to the Registrar under this Act commits a Class 1 misdemeanour under section 521 of the Maldives Penal Code.
(b) A person who submits an invalid or forged document as a document required to be submitted to the Registrar under this Act commits a fourth-degree felony under section 310 of the Maldives Penal Code.
(c) A person who obstructs an inspection carried out by the Registrar or a person designated by the Registrar under section 230(c) of this Act commits a Class 1 misdemeanour under section 533 of the Maldives Penal Code.
Section 240 — Other Offences and Penalties
Overview of the provision
This provision gives the Registrar an additional regulatory power to fine a person who fails to follow a direction under the Act or perform a required act. The fine must be between MVR 1,000 and MVR 100,000 and imposed in accordance with regulations. It operates in addition to the other offences and penalties in the Chapter, with its own stated range and procedural basis.
Provision references
In addition to the offences and penalties specified in this Chapter, where any person fails to comply with a direction issued by the Registrar under this Act, or fails to perform an act required by this Act, the Registrar may, in accordance with regulations made under this Act, impose on that person a fine of not less than MVR 1,000 and not more than MVR 100,000.
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.