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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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 records and retention
A defensible company file links statutory registers, approvals, transaction evidence, financial records and filing receipts over the required retention periods.
Explanation and core rules
Accounting records are retained for five years from preparation unless another law requires otherwise. Member and director registers retain the prior five-year history specified in their sections. Records may be paper or electronic but must be secure and available at the required location and for statutory inspection. Separate registers exist for members, directors, charges and significant beneficial owners. A portal profile is not a substitute for the company's internal books.
Step-by-step procedure
- Adopt a record taxonomy and named owner.
- Maintain a single current register set with immutable history.
- Link each entry to its source approval and filing receipt.
- Back up securely with access and change controls.
- Run quarterly reconciliation and annual board certification.
Documents and evidence
- Registers index
- Minutes/resolutions
- Constitution/version history
- Financial/accounting records
- Filing receipt archive
- Retention and access policy
Points requiring care
Particular care is needed to avoid overwriting a spreadsheet and losing historic member/director data, as well as storing statutory records only in a former employee's email or device.
Related Act provisions
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 109 — Minutes
Overview of the provision
This provision requires the company to prepare and record minutes within 14 days for member meetings and their resolutions, and for member resolutions passed without a meeting. Meeting minutes must be signed within a reasonable period by the chair of that meeting or the next meeting. For a resolution without a meeting, the members must sign within a reasonable period. Written records signed in this way are evidence of the proceedings, resolutions and decisions unless the contrary is proved. Recording and signing therefore give the decision a reliable evidential record.
Provision references
(a) Every company shall, within 14 days, prepare and record minutes of— (1) the proceedings of meetings of members of the company and the resolutions passed at those meetings; and (2) resolutions passed by members without a meeting.
(b) The company shall ensure that the minutes of a meeting are signed within a reasonable period by— (1) the person who chaired that meeting; or (2) the person who chairs the next meeting.
(c) Where a resolution is passed without a meeting, the company shall ensure that the resolution is signed by the members within a reasonable period.
(d) Minutes recorded in writing and signed in accordance with this section are, unless the contrary is proved, evidence of the proceedings, resolutions and decisions to which they relate.
Section 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 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 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.
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.