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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Third-party, criminal and other offences
Beneficial owners, liquidators and any person submitting false/forged material or obstructing inspection can face personal consequences beyond ordinary company fines.
Explanation and core rules
Section 238 applies tiered fines to specified beneficial-owner information failures and a liquidator's seven-day notification failure. Providing false information to the Registrar is tied to a Class 1 misdemeanour under the Penal Code. Submitting an invalid or forged document is tied to a fourth-degree felony. Obstructing inspection is tied to a Class 1 misdemeanour. Section 240 permits regulatory fines from MVR 1,000 to MVR 100,000 for failure to comply with a Registrar direction or perform a required act.
Step-by-step procedure
- Separate administrative, company, director, officer, third-party and criminal exposure.
- Preserve the original submitted document and audit trail.
- Stop further inaccurate submissions and investigate knowledge/source.
- Rectify the company record through the proper process.
- Obtain criminal/regulatory representation where required.
Documents and evidence
- Original and submitted files
- Signature/notarial evidence
- Portal audit trail
- Internal investigation record
- Rectification filing
- Registrar/police correspondence
Points requiring care
Particular care is needed to avoid quietly replacing a false filing and destroying the evidential history, as well as assuming the company's payment resolves an individual's criminal exposure.
Related Act provisions
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.