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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Corporate due diligence and closing verification
A transaction review should reconcile internal legal reality with the public register and trace every material change to authority, documents and filings.
Explanation and core rules
Due diligence must distinguish registration evidence from underlying validity and beneficial/control reality. Internal registers, certificates and resolutions should reconcile with the Registrar's profile. Constitutional restrictions, charges, foreign-investment approvals and sector licences may limit a proposed transaction. Late filings can create offence exposure even where an internal change remains valid. Commercial secrets may receive statutory protection, but controlled disclosure and privilege still require planning.
Step-by-step procedure
- Build a company chronology from incorporation to present.
- Reconcile constitution, members, directors, capital, charges and SBOs across all records.
- Test authority and validity of material historic actions.
- Map litigation, licences, contracts, liabilities and compliance gaps.
- Use conditions precedent, warranties, indemnities and post-closing filings to allocate remediation.
Documents and evidence
- Certificate/profile and full Registrar search
- Constitution/version history
- Registers and certificates
- Minutes/resolutions
- Material contracts/licences
- Financial/tax/audit records
- Litigation and compliance schedule
- Closing checklist
Points requiring care
Particular care is needed to avoid a clean public profile concealing an unrecorded internal dispute or invalid approval, as well as fixing the portal record without curing the underlying constitutional or transactional defect.
Related Act provisions
Section 25 — Legal Effect of Registration
Overview of the provision
This provision explains what changes when registration takes effect: the company becomes a legal person separate from its members, under its registered name, with capacity to exercise the powers and responsibilities in its constitution. It continues in existence subject to the winding-up framework in Chapter Thirteen and can bring or defend proceedings in its own name. It can acquire movable and immovable property as the law permits and owns its income and assets itself. Members participate in its profits as the constitution authorises. The provision thus distinguishes the company's own legal identity and property from the members' right to share in profits.
Provision references
From the date of registration— (a) the company becomes a legal entity separate from its members under the name specified in its certificate of registration;
From the date of registration— (b) the company has legal capacity to exercise all powers and carry out all responsibilities set out in its constitution;
From the date of registration— (c) the company has perpetual succession, subject to Chapter Thirteen of this Act;
From the date of registration— (d) the company has capacity to sue and be sued in its own name;
From the date of registration— (e) the company has power to acquire movable and immovable property as permitted by law;
From the date of registration— (f) the company is the legal owner of all its income and assets; and
From the date of registration— (g) the members have the right to participate in the profits of the company as authorised by its constitution.
Section 38 — Constitution of the Company
Overview of the provision
This provision explains what the Act means by a company's constitution: its memorandum of association and its articles of association, read together under this Chapter. References to the constitution therefore concern both documents, rather than the articles alone.
Provision references
The constitution of a company comprises its Memorandum of Association and Articles of Association, as provided for in this Chapter.
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 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 84 — Application to Court for Rectification of the Register of Members
Overview of the provision
This provision enables an aggrieved member or another person who has suffered loss to ask the Court for help where a name has been entered or omitted without sufficient cause, or shareholding information is inaccurate. The applicant may seek correction, compensation from the company for resulting loss, or both. After considering the facts, the Court may make an appropriate order and decide questions about whether a person's name should be included as a member. The remedy therefore addresses both the accuracy of the register and the harm an error has caused.
Provision references
(a) Where the name of any person is, without sufficient cause, entered in or omitted from the Register of Members of a company, or where any information relating to a member’s shareholding is inaccurate, the aggrieved member or any other person who has suffered loss may apply to the Court for— (1) rectification of the inaccurate information in the Register of Members; (2) compensation from the company for any loss sustained as a result; or (3) both rectification of the inaccurate information in the Register of Members and compensation from the company for the loss sustained.
(b) Upon an application under subsection (a), the Court may, after considering the relevant facts— (1) make such order as it considers appropriate in relation to an application under subsection (a)(1), (2) or (3); and (2) decide any question relating to the inclusion or omission of a person’s name as a member in the Register of Members.
Section 85 — Evidentiary Value of the Register of Members
Overview of the provision
This provision treats entry in the members' register as initial evidence of legal share ownership, subject to the correction procedure in section 84. That is the effect of “prima facie”: the entry is evidence, while the Act still allows it to be challenged and corrected. The registered member alone has the attached voting rights, the right to member notices, dividends and other share benefits, and the other rights and powers attached to the shares. Accurate registration therefore matters to both ownership evidence and the exercise of membership rights.
Provision references
(a) Subject to section 84 of this Act, the inclusion of the name of a member in the Register of Members as the owner of shares is prima facie evidence that legal ownership of those shares is vested in that member.
(b) Where the name of a member is entered in the Register of Members as the owner of shares, the following rights and powers are vested exclusively in that member— (1) the voting rights attached to the shares; (2) the right to receive notices in the capacity of a member; (3) the right to receive dividends or any other benefits arising from the shares; and (4) the right to exercise all other rights and powers attached to the shares.
Section 123 — Register of Directors
Overview of the provision
This provision requires a directors' register at the registered office. It must record each director's name, permanent and service addresses, relevant identity-card or nationality and passport details, appointment date, company shareholdings, and appointment or election and removal or resignation dates. The same information must be retained for everyone who served during the preceding five years. If the company has just one director, the register must expressly say so as well as recording that person's particulars.
Provision references
(a) Every company shall maintain a Register of Directors at its registered office.
(b) The Register of Directors shall contain— (1) the name, permanent address and service address of each director; (2) in the case of a Maldivian citizen, the National Identity Card number and, in the case of a non-citizen, the nationality and passport number; (3) the date of appointment as a director; (4) particulars of any shares held by the director in the company; (5) the dates of appointment or election and removal or resignation from office; and (6) the information specified in paragraphs (1) to (5) in respect of every person who served as a director of the company during the preceding 5 years.
(c) In the case of a company having only one director, the Register of Directors shall, in addition to the information relating to the sole director, contain a statement that the company has only one director.
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 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 175 — Maintenance of Register of Charges
Overview of the provision
This provision requires the company to keep a written register at its office for the charges over shares or assets covered by section 174. It must contain the information prescribed by regulations. Failure to maintain that register is an offence by the company and every director under Chapter Fifteen. Filing with the Registrar therefore does not replace the company's own register duty.
Provision references
(a) A written register of charges over the shares or assets of the company specified in section 174 of this Act shall be maintained at the office of the company. The register shall contain the information prescribed by regulations made under this Act.
(b) Where the register of charges is not maintained in accordance with subsection (a), 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 176 — Definitions of Certain Concepts
Overview of the provision
Identifying the individual behind ownership or control
This provision identifies a Significant Beneficial Owner as an individual who, alone, jointly or through a trust, directly or indirectly holds at least 25% of the shares or general-meeting voting rights, or is entitled to at least 25% of dividends in a financial year. Exactly 25% falls within these tests. It also covers an individual with the right to exercise, or who actually exercises, significant influence or control other than solely as a registered shareholder. The percentage tests are therefore not the only route into the definition.
Influence and control
Significant influence means a direct or indirect right to participate in decisions on financial or operating policy. Control includes the right to appoint most directors, or directly or indirectly controlling someone entitled, alone or jointly, to manage or determine company policy. Share ownership, management rights, shareholder or voting agreements and other arrangements can provide that control.
Provision references
For the purposes of this Chapter— (a) “Significant Beneficial Owner” means an individual who, whether individually, jointly with another person or persons, or through a trust— (1) holds, directly or indirectly, at least 25% of the shares of a company;
For the purposes of this Chapter— (a) “Significant Beneficial Owner” means an individual who, whether individually, jointly with another person or persons, or through a trust— (2) holds, directly or indirectly, at least 25% of the voting rights at a general meeting of the company;
For the purposes of this Chapter— (a) “Significant Beneficial Owner” means an individual who, whether individually, jointly with another person or persons, or through a trust— (3) has the right, directly or indirectly, to receive at least 25% of the dividends distributed by the company in any financial year; or
For the purposes of this Chapter— (a) “Significant Beneficial Owner” means an individual who, whether individually, jointly with another person or persons, or through a trust— (4) has the right to exercise, or actually exercises, significant influence or control over the company in a capacity other than solely as a registered owner of shares;
For the purposes of this Chapter— (b) “Significant Influence” means the right, directly or indirectly, to participate in decisions relating to the financial or operating policies of the company;
For the purposes of this Chapter— (c) “Control” means— (1) having the right to appoint a majority of the directors of the company; or (2) directly or indirectly controlling a person who has the right, alone or jointly with others, to manage or determine the policies of the company, whether through shareholding, management rights, a shareholders’ agreement, a voting agreement or otherwise.
Section 177 — Maintenance of Beneficial Owner Information
Overview of the provision
This provision requires a non-individual registered shareholder to give the company beneficial-owner information and ensure its registration, and places a corresponding duty on an individual who is a beneficial owner within this Chapter. If the beneficial-owner information described in subsection (a) changes, both the registered member and beneficial owner must notify the company. Regulations prescribe the particulars, submission method and time limits. Failure to comply with the information and change duties is an offence under Chapter Fifteen. Both the registered ownership structure and the individual behind it therefore carry reporting responsibilities.
Provision references
(a) Where a member entered in the Register of Members as the owner of shares in a company is not an individual, that member shall provide the company with information relating to the beneficial owner of those shares and ensure that the information is registered with the company, in accordance with regulations made under this Act.
(b) Where an individual is a beneficial owner of shares in a company within the meaning of this Chapter, that individual shall provide the company with the information specified in subsection (a) and ensure that it is registered, in accordance with regulations made under this Act.
(c) Where any change occurs in relation to the beneficial owner of shares referred to in subsection (a), both the member registered as the owner of the shares and the beneficial owner shall notify the company of the change, in accordance with regulations made under this Act.
(d) The manner in which information under subsections (a), (b) and (c) is to be submitted, the particulars required and the periods within which the information is to be submitted shall be prescribed by regulations made under this Act.
(e) A person who fails to comply with subsection (a), (b) or (c) commits an offence. Action shall be taken against that person 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 179 — Responsibility to Obtain and Verify Information
Overview of the provision
This provision requires the company to verify the accuracy of Significant Beneficial Owner information received under section 177 and maintain the prescribed register. It must also take reasonable steps, to regulatory standards, to identify the individual beneficial owner where a registered member is not an individual, or a non-individual holds at least 25% of general-meeting voting rights or is entitled to at least 25% of annual dividends. Failure to perform the verification or identification duties is an offence by the company and every director. Receiving a declaration therefore does not end the company's responsibility to check the information.
Provision references
(a) Upon receiving information relating to a Significant Beneficial Owner under section 177 of this Act, the company shall verify the accuracy of that information and maintain a register of Significant Beneficial Owners in accordance with regulations made under this Act.
(b) For the purpose of maintaining the register referred to in subsection (a), where a member entered in the Register of Members is not an individual, or where any of the following circumstances applies, the company shall take reasonable steps to identify the Significant Beneficial Owner in accordance with the standards prescribed by regulations made under this Act— (1) a person holding at least 25% of the voting rights at a general meeting of the company is not an individual; or (2) a person entitled to receive at least 25% of the dividends distributed by the company in any financial year is not an individual.
(c) Where a company fails to comply with subsection (a) or (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.
Section 180 — Maintenance of Records
Overview of the provision
This provision requires secure company records, in paper or electronic form, at the registered address or office. Accounting records must be available whenever a director or member asks to inspect them. When the office moves, the accounts must be available at the new office. Accounting records must be retained for five years from preparation, or another period specified by another law. Secure storage, access, continuity on relocation and retention all form part of the requirement.
Provision references
Company records shall be securely maintained in paper or electronic form at the registered address or office of the company. The records shall be maintained so that— (a) accounting records are available for inspection whenever requested by a director or member of the company; (b) where the office address of the company changes, the accounting records are made available at the new office; and (c) each company retains its accounting records for a period of 5 years from the date on which they were prepared, or for such other period as may be specified by another law.
Company records shall be securely maintained in paper or electronic form at the registered address or office of the company. The records shall be maintained so that— (a) accounting records are available for inspection whenever requested by a director or member of the company;
Company records shall be securely maintained in paper or electronic form at the registered address or office of the company. The records shall be maintained so that— (b) where the office address of the company changes, the accounting records are made available at the new office; and
Company records shall be securely maintained in paper or electronic form at the registered address or office of the company. The records shall be maintained so that— (c) each company retains its accounting records for a period of 5 years from the date on which they were prepared, or for such other period as may be specified by another law.
Section 181 — Responsibility for Maintaining Financial Accounts
Overview of the provision
This provision requires sufficiently detailed financial accounts to explain transactions and financial position and permit preparation and audit of true-and-fair financial statements. The arrangements must allow the financial position to be determined reasonably accurately at any time and enable directors to prepare the required statements. The underlying records include daily money received and spent, the purposes of expenditure, and company assets and liabilities. The duty therefore concerns usable accounting records throughout the year, not only a year-end report.
Provision references
(a) Every company shall maintain financial accounts that record its transactions and financial position in sufficient detail to enable financial statements presenting a true and fair view of its affairs to be prepared and audited. Every company shall ensure that— (1) arrangements are in place to enable the financial position of the company to be determined with reasonable accuracy at any time; and (2) arrangements are in place to enable the directors to prepare financial statements in accordance with this Act.
(b) For the purposes of this section, financial accounts include records of— (1) all monies received and expended by the company on a daily basis and the purposes for which such expenditure is incurred; and (2) the assets and liabilities of the company.
Section 231 — Register of Companies
Overview of the provision
Information in the register
This provision requires the Registrar to maintain company identity and address details, including former names, the constitution and amendments, members, directors and Managing Director, and secretary information. It also requires separate information on Significant Beneficial Owners, disqualified directors, seals and charges. For a re-registered foreign company, it covers home and Maldivian registration details and addresses, authorised investment activities and duration, the local agent, and the company information in section 34(a)(2).
Inactive and dissolved companies
The register must also record inactive companies and companies designated for dissolution, including their liquidators. For dissolved companies, subsection (m) requires the information in paragraphs (a)–(g) to be retained for five years from dissolution. This is the information-retention rule in this subsection; it should be read alongside the separate name-retention provision in section 215.
Provision references
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (a) the name of the company, including any former name, the type of company, date of registration, registration number, registered address and service address, as specified in Chapter Six of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (b) the Constitution of the company specified in Chapter Four of this Act, including every amendment made to the Constitution;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (c) information relating to the members of the company, as specified in Chapter Seven of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (d) information relating to the directors and Managing Director of the company, as specified in Chapter Eight of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (e) information relating to the Secretary of the company, as specified in section 141 of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (f) information relating to the Significant Beneficial Owners of the company, as specified in Chapter Eleven of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (g) information relating to persons disqualified from acting as directors under section 118 of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (h) the seal of the company, as specified in section 60 of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (i) information relating to charges, as specified in section 174 of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (j) in relation to a foreign company re-registered in the Maldives under section 33 of this Act— (1) the name of the company, including any former name, its registration number, date of re-registration, re-registration number, registered address and service address in the Maldives; (2) the foreign investment activities for which the company is authorised and the duration of that authorisation; (3) information relating to the agent of the company in the Maldives, as specified in section 35 of this Act; and (4) information relating to the company specified in section 34(a)(2) of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (k) information relating to inactive companies, as specified in section 208 of this Act;
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (l) information relating to companies designated for dissolution under Chapter Thirteen of this Act and the liquidator appointed to carry out the winding up; and
In accordance with this Act, the Registrar shall maintain a Register of Companies in which the following information shall be separately maintained in respect of companies registered under this Act— (m) the information specified in paragraphs (a) to (g) in relation to dissolved companies, for a period of 5 years from the date of dissolution.
Section 232 — Public Publication of the Register
Overview of the provision
This provision makes specified register information free to the public, including the identity and address information in section 231(a), inactive and winding-up information, and the names and permanent and service addresses of members, directors, Managing Director and secretary. For re-registered foreign companies it includes the specified company registration and address details and local agent's name and addresses; for dissolved companies, the name, registration number and dissolution date. Other register information must be made accessible through the regulatory procedure on payment of the prescribed fee. Ordinary members of a listed company are excluded from the free member-information disclosure in subsection (a)(2).
Provision references
(a) The Registrar shall make the following information contained in the Register specified in section 231 of this Act publicly available without charge— (1) the information specified in section 231(a), (k) and (l);
(a) The Registrar shall make the following information contained in the Register specified in section 231 of this Act publicly available without charge— (2) the name, permanent address and service address of the members of the company specified in section 231(c);
(a) The Registrar shall make the following information contained in the Register specified in section 231 of this Act publicly available without charge— (3) the name, permanent address and service address of the directors and Managing Director of the company specified in section 231(d);
(a) The Registrar shall make the following information contained in the Register specified in section 231 of this Act publicly available without charge— (4) the name, permanent address and service address of the Secretary of the company specified in section 231(e);
(a) The Registrar shall make the following information contained in the Register specified in section 231 of this Act publicly available without charge— (5) in relation to a foreign company re-registered in the Maldives under section 231(j), the name, date of re-registration, re-registration number, registered address and service address of the company, together with the name, permanent address and service address of its agent in the Maldives; and
(a) The Registrar shall make the following information contained in the Register specified in section 231 of this Act publicly available without charge— (6) the name, registration number and date of dissolution of a dissolved company specified in section 231(m).
(b) The Registrar shall make arrangements for information contained in the Register specified in section 231, other than the information specified in subsection (a), to be made available upon payment of a fee and in accordance with the procedure prescribed by regulations made under this Act.
(c) The fee payable for access to information in the Registrar’s register under subsection (b) shall be prescribed by regulations made under this Act.
(d) Notwithstanding subsection (a), information relating to ordinary members of a company listed on a licensed stock exchange is exempt from subsection (a)(2).
Section 233 — Maintaining Confidentiality of Commercial Secrets
Overview of the provision
This provision requires the Registrar and Ministry to keep confidential submitted information that either designates as a commercial secret. Disclosure to a third party is allowed only to a legally authorised investigative body for a lawful investigation or under a court order. The protection therefore depends on the stated designation and preserves those specific disclosure routes.
Provision references
The Registrar and the Ministry shall maintain the confidentiality of information submitted to the Registrar under this Act that is designated by the Registrar or the Ministry as a commercial secret. Such information shall not be disclosed to any third party except— (a) to an investigative body authorised by law, for the purposes of an investigation and in accordance with law; or (b) pursuant to an order of the Court.
The Registrar and the Ministry shall maintain the confidentiality of information submitted to the Registrar under this Act that is designated by the Registrar or the Ministry as a commercial secret. Such information shall not be disclosed to any third party except— (a) to an investigative body authorised by law, for the purposes of an investigation and in accordance with law; or
The Registrar and the Ministry shall maintain the confidentiality of information submitted to the Registrar under this Act that is designated by the Registrar or the Ministry as a commercial secret. Such information shall not be disclosed to any third party except— (b) pursuant to an order of the Court.
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.