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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The former Act was repealed, existing companies continued, and transition periods did not preserve inconsistent constitutional provisions indefinitely.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.
Share transfer - complete workflow
A transfer has several separate stages: pre-emption, instrument, company decision, register entry/effective date, certificate, Registrar filing and ownership-control updates.
Explanation and core rules
The instrument is delivered to the company's service address and contains the statutory/regulatory particulars. The company registers the transfer within 30 days or the Board refuses within that period only on a section 163(d) ground. A refusal resolution states reasons and is sent to member and transferee within three days. Unless the constitution says otherwise, legal effect occurs when the company enters the transfer in its Register of Members. The Registrar is notified within 15 days of the member-register change; the Private Companies Regulation may display the portal submission date on the public record. The transfer declaration described by the Regulation requires Maldivian notarisation and the bundle includes identified consequential director information.
Step-by-step procedure
- Run constitution, ROFR, foreign-investment, KYC, consent and encumbrance checks.
- Execute the transfer agreement and compliant transfer instrument/declaration.
- Deliver the instrument to the recorded service address and timestamp receipt.
- Board-register or lawfully refuse within 30 days; notify refusal within three days.
- On registration, update the member register, issue certificate and update SBO/UBO records.
- Notify the Registrar within 15 days and reconcile the resulting profile.
Documents and evidence
- Share sale agreement
- ROFR waivers/declines
- Notarised transfer notice/instrument
- Transferor/transferee ID and entity documents
- Board resolution
- Updated register and certificate
- Registrar filing
- Foreign investment approval where applicable
Points requiring care
Particular care is needed to avoid treating the Registrar's profile date as the legal effective date between company and members; collapsing the company's 30-day processing clock and the later 15-day Registrar notification clock; and ignoring a foreign-investment or SBO consequence because the immediate transferee is local.
Related Act provisions
Section 147 — Shares
Overview of the provision
This provision treats a share as movable property belonging to its owner. It permits sale, transfer or assignment in accordance with the constitution and section 163. A share is therefore transferable property, but its transfer must follow the company's applicable rules and the statutory procedure.
Provision references
A share in a company is movable property belonging to the member who owns it. A share may be sold, transferred from one person to another or assigned in accordance with the provisions of the Constitution of the company and section 163 of this Act.
Section 162 — Right of First Refusal
Overview of the provision
This provision normally gives existing private-company members the first opportunity to buy shares that a member proposes to transfer to an outsider. Unless the constitution provides differently, the shares must first be offered to existing members and may go to the third party only if they decline. The company's constitution is therefore the starting point for deciding whether this default right of first refusal applies.
Provision references
Unless otherwise provided in the Constitution of a private company, shares proposed by a member to be transferred to a third party shall first be offered to the existing members of the company. The shares may be transferred to a third party only where the existing member or members decline to purchase them.
Section 163 — Transfer of Shares
Overview of the provision
Submitting and processing the transfer
This provision makes registration in the members' register the route for transferring shares between people, subject to the constitution. Once the transfer instrument reaches the company's service address, the company must register the transfer and update the register within 30 days. The instrument must identify the existing member, transferee, shares and consideration, and include other prescribed information. Its detailed form and requirements are set by regulations.
Refusal and notice
Within the same 30-day period after receipt, the board may instead resolve to refuse registration because the constitution prohibits it, the member owes the company a debt or other amount, or section 162's first-refusal procedure has not been followed. The resolution must explain the reasons. Within three days after that decision, the company must notify both the member and transferee and give each a copy of the resolution. Failure by the company or a director to comply with the registration, refusal or refusal-notice requirements is an offence dealt with under Chapter Fifteen.
Provision references
(a) Subject to the Constitution of the company, shares may be transferred from one person to another by registering the transfer in the Register of Members in accordance with this section.
(b) Upon receipt at the service address of the company of an instrument of transfer of shares, the company shall register the transfer and update the Register of Members within 30 days.
(c) An instrument of transfer referred to in subsection (b) shall contain— (1) particulars of the existing member; (2) particulars of the transferee; (3) particulars of the shares being transferred and the consideration for the transfer; and (4) any other information prescribed by regulations made under this Act.
(g) The form and requirements of an instrument of transfer shall be prescribed by regulations made under this Act.
(d) Notwithstanding subsection (b), the Board of Directors may, within 30 days after receipt of an instrument of transfer, resolve not to register the transfer on any of the following grounds— (1) the Constitution of the company prohibits registration of the transfer; (2) the member owes any debt or other amount to the company, whether arising from the agreement for the purchase of the shares or otherwise; or (3) the procedure specified in section 162 of this Act has not been complied with. The resolution shall state the reasons for refusing to register the transfer.
(e) Where the Board of Directors makes a decision under subsection (d), the company shall, within 3 days after the decision is made, notify the member and the transferee and provide each of them with a copy of the resolution.
(f) Where the company or any director fails to comply with subsection (b), (d) or (e), an offence is committed and action shall be taken in accordance with Chapter Fifteen of this Act.
Section 164 — Time of Transfer
Overview of the provision
This provision normally makes a share transfer effective when the company registers it and enters it in the members' register under section 163(b). The constitution may provide otherwise. The key date under this default rule is the company's registration of the transfer, rather than simply the date on which the parties signed their agreement.
Provision references
Unless otherwise provided in the Constitution of the company, a transfer of shares takes effect when the transfer is registered by the company and entered in the Register of Members in accordance with section 163(b) of this Act.
Section 165 — Issuance of Certificates on Transfer
Overview of the provision
This provision requires the company to issue the member a section 86 share certificate after an allotment under section 155, a transfer under section 163, a transmission under section 167 or another change to the members' register under this Chapter. The certificate must therefore be considered when completing each of these shareholding changes, with section 86's rules governing its issue.
Provision references
Upon the allotment of shares under section 155, the transfer of shares under section 163, the transmission of shares under section 167, or any other change to the Register of Members under this Chapter, the company shall issue a share certificate to the member in accordance with section 86 of this Act.
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 169 — Court Application to Set Aside Decisions
Overview of the provision
This provision enables an aggrieved person to challenge a section 161 forfeiture or a board refusal to register a transfer under section 163(d). If the Court finds that the decision breached the Act, regulations or constitution, it may set the decision aside and order correction of the members' register. The remedy can therefore address both the decision itself and its recorded effect on membership.
Provision references
(a) Where shares held by a member are forfeited under section 161 of this Act, or the Board of Directors refuses to register a transfer under section 163(d), the person aggrieved may apply to the Court to set aside the decision of the company.
(b) Where the Court determines that the forfeiture of shares or refusal to register a transfer contravened this Act, regulations made under it or the Constitution of the company, the Court may set aside the decision and order rectification of the Register of Members.
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.