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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Dividends and solvency
Dividends come from business profits, follow the Articles and require the annual decision and solvency analysis where proposed.
Explanation and core rules
Section 150 permits dividends only from profits earned through business operations. The Articles specify timing, form, interim dividend procedure and unaccepted distributions. The AGM declares annual dividends under section 93. Where dividends are proposed, section 185(a)(5) requires the Directors' Report to include a solvency test carried out by the Board under the prescribed standards. Private Companies Regulation section 133(b) separately requires an auditor's solvency assessment. This does not transfer the Board's statutory responsibility to the auditor; its application to an otherwise audit-exempt company needs specific confirmation.
Step-by-step procedure
- Confirm distributable business profits and cash position.
- Check Articles and class rights.
- Complete and approve the Board's solvency test and obtain the separate auditor assessment required by the applicable regulation.
- Approve through the proper board/member sequence.
- Record, pay and account for each distribution.
Documents and evidence
- Management/annual accounts
- Solvency analysis
- Separate auditor solvency assessment under the applicable regulation
- Board recommendation
- AGM/member resolution
- Dividend register/payment proof
Points requiring care
Particular care is needed to avoid treating available cash, capital or shareholder loans as distributable profit, as well as ignoring the unresolved auditor role for an otherwise audit-exempt company.
Related Act provisions
Section 93 — Business to be Transacted at the Annual General Meeting
Overview of the provision
This provision identifies the business an AGM must deal with, beginning with consideration and approval of the annual accounts, any applicable auditor's report and the annual report submitted by the directors. It must appoint or elect directors where required and, where an auditor is required, appoint the auditor and set the remuneration. It must also declare any dividends to be distributed for that year. The qualifications about appointments, audit and dividends matter: the provision describes the business to address without assuming every item produces an appointment or distribution each year.
Provision references
Every company shall transact the following business at its Annual General Meeting— (a) consider and approve the annual accounts, the auditor’s report, where applicable, and the annual report of the company submitted by the directors;
Every company shall transact the following business at its Annual General Meeting— (b) appoint or elect directors to the Board of Directors, where such appointment or election is required;
Every company shall transact the following business at its Annual General Meeting— (c) appoint the auditor, where required, and determine the auditor’s remuneration; and
Every company shall transact the following business at its Annual General Meeting— (d) declare any dividends to be distributed to members for that year.
Section 150 — Dividends
Overview of the provision
This provision describes a dividend as an amount determined for distribution to members under the constitution and requires it to come from profits earned through the company's business operations. The articles must address when dividends are paid, whether payment is in cash, shares, options or assets, interim dividends, the distribution procedure, and what happens where a dividend is not accepted through the arranged method. No interest accrues on a dividend. The section therefore addresses both the source of a distribution and the arrangements for delivering it to members.
Provision references
(a) A dividend is an amount determined to be distributed to the members from the profits of the company in accordance with the Constitution of the company.
(b) Dividends shall be distributed only from profits earned by the company through its business operations.
(c) The Articles of Association shall specify— (1) the period or time at which dividends are to be paid; (2) whether dividends are to be paid in cash, in the form of shares, as options or by transfer of assets; (3) matters relating to the distribution of interim dividends; and (4) the procedure for distributing dividends and the procedure to be followed by the company where a dividend is not accepted in the manner arranged for its distribution.
(d) No interest shall accrue on a dividend.
Section 185 — Information to be Included in the Directors’ Report
Overview of the provision
This provision requires the Directors' Report to describe management and the previous year's main business activities and to state dividends distributed or proposed and amounts proposed for reserves. If dividends are proposed, it must include the board's solvency test to the prescribed regulatory standards, together with other information the Registrar requires for the report. If no business transactions or activities took place in the preceding year, the report must say so. It must also include the prescribed declaration verifying the accuracy of the company's information in the Registrar's records. The report therefore covers both the year's activity and confirmation of official company particulars.
Provision references
(a) The Directors’ Report of every company shall contain— (1) information relating to the management of the company;
(a) The Directors’ Report of every company shall contain— (2) the principal business activities carried on by the company during the preceding year;
(a) The Directors’ Report of every company shall contain— (3) the amount of dividends distributed or proposed;
(a) The Directors’ Report of every company shall contain— (4) the amount proposed to be transferred to reserves;
(a) The Directors’ Report of every company shall contain— (5) where dividends are proposed, a solvency test carried out by the Board of Directors in accordance with the standards prescribed by regulations made under this Act; and
(a) The Directors’ Report of every company shall contain— (6) any other information determined by the Registrar to be required for the Directors’ Report.
(b) Notwithstanding subsection (a), where the company has not carried on any business transaction or activity during the preceding year, the Directors’ Report shall state that fact.
(c) In addition to the matters specified in subsection (a), a declaration verifying the accuracy of the information relating to the company held in the records of the Registrar shall be prepared in accordance with the form prescribed by regulations made under this Act and included as part of the Directors’ Report.
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.