Registration and operations services



Service:

Registration of companies

Why do I need to do this?

Follow this user guide if you need to register a local private or public limited company. 

Where can I apply for the service?

You may apply online  or in person at MED

How long will the process take?

Next working day (Day 2) from date of application (Day 1)

Public Company Registration: 3 to 5 working days (Please refer further down for detailed list of documents and

What are the fees and charges involved?

°  Registration fee: Calculated depending on company capital

°  Revenue stamp of MVR 500

°  Annual fee for the current year: MVR 2,000 for a private limited company, MVR 10,000 for a public limited company.

 

Which documents do I need to submit?

 

Document

Check for:

1

Business Registration Form

 Download Form

°  All required fields filled correctly

°  All documents listed in the application form are submitted

°  Signature



2


1. Name Search & Reservation Application - G001

Business Name Registration Form - G002

°  Original of the name search approval signed by the Ministry

3

Memorandum of Association - 2 copies

 Download Form ( Dhivehi )

 Download Form ( English )

The memorandum of every company must state:

°  Name of the company (as approved through the business name approval process)

°  Whether the company is a private company or a public company.

°  The registered, full address of the company.

°  Company objectives (whether they are same as the options provided in Application form)

°  The liabilities of the members are limited.

°  The authorised capital of the company and the manner in which it is to be procured.

°  Details of shareholders (name, address, no.of shares, signature)

°  Details of witnesses (name, address, ID no., signature)

4

Articles of Association – 2 copies

 Download Form ( Dhivehi )

 Download Form ( English )

The Articles of every company must state:

°  Name of the company (as approved through the business name approval process)

°  Quorum of the Board defined as at least 50% plus one member How the company shall be managed according to the Companies Act

For private companies, it must state:

°  It cannot sell shares to the public.

°  Shares of the company may only be transferred to a party approved by the Board of Directors in accordance with the Articles.

°  The number of shareholders of the company is limited to 50.

°  Details of shareholders (name, address, no.of shares, signature)

°  Details of Board of Directors (name and address)

°  Details of witnesses (name, address, ID no. signature)

5

Acceptance letter from Managing Director

°  Signature of Managing Director

6

Acceptance letter from Company Secretary

°  Signature of Company Secretary

7

National Identification Card copies

°  Clear and complete NIC copies of all relevant individuals are submitted (all shareholders, Company Secretary, Board of Directors)

8

Company registration fee

°  Company registration fee as per Clause 7 of the Companies Act 10/96

9

Revenue stamp

°  Revenue stamp of MVR 500.

 

If shares for new company to be registered are held by an existing company, submit these additional documents:

 

Document

Check for:

1

Board resolution for acquiring shares

°  Whether the quorum was met

°  Details of Board of Directors (name and signature)

°  Share ownership

°  Company seal

2

Company status

°  Whether annual fee payment completed

3

Board resolution for appointing a Director of another company to the Board of Directors (if applicable)

°  Name of Director appointed

°  Details of Board of Directors (name and signature)

°  Company seal

 

 

How do I apply for the service?

Day 1:

1. Lodge application at counter.

2. If any information is missing, provide the required information.

If application is in order, receive invoice slip for payment.

 

* If there are any issues in approving the registration, the Ministry will notify via phone and request for any amendments if applicable.

 

Day 2:

3. Make payment.

4. Receive the original of certificate, registration letter, endorsed Memorandum and Articles of Association and payment receipt.

What would I receive at the end of the process?

°  Certificate

°  Registration letter

°  Endorsed Memorandum of Association

°  Endorsed Articles of Association

°  Copy of payment receipt

      




   Documents to be lodged to convert a Private Company to a Public Company

 

             Requirements to be fulfilled to convert a Private Company to a Public Company

#

Description

1

Board Resolution endorsing transfer of shares to additional members

2

Board Resolution endorsing Board of Directors of proposed Plc

3

Board Resolution endorsing the revision to Articles of Association

4

Board Resolution endorsing the revision to Memorandum of Association

5

Revised Articles of Association (It is suggested to incorporate mandatory Corporate Governance requirements to Articles of Association)

6

Revised Memorandum of Association

7

Prospectus (To offer additional shares to incoming shareholders to convert to a Plc).

8

A Letter from Maldives Stock Exchange confirming the timeline for Listing as per the Listing Rules

 

   Documents to be lodged to register a Public Company

             Requirements to be fulfilled to register a Public Company

#

Description

1

Completed Business Registration Form

2

Memorandum of Association approved by the founding shareholders

3

Articles of Association approved by the founding shareholders (It is suggested to incorporate mandatory Corporate Governance requirements to Articles of Association)

4

Letter indicating the plan for Initial Public Offering and the date on which the Draft Prospectus to be lodged with the Ministry

5

A Letter from Maldives Stock Exchange confirming the timeline for Listing as per the Listing Rules

6

Letter indicating the date on which confirmation of shareholder’s contribution in relation to shares (a minimum of MVR.1,000,000 or assets valued and transferred to the newly incorporated company) shall be submitted to the Ministry

 

Seeking Approval prior to publishing a Prospectus by a Public Company

  •     Any public company publishing a prospectus shall seek prior approval from the Registrar

      of Companies

  •     Public Companies are required to seek approval for prospectus from Capital Market

      Development Authority (CMDA) prior to submitting the same to Registrar of Companies.

      A letter to this effect shall be lodged with the Ministry along  with the CMDA approved

      Prospectus.

  •     All Prospectuses shall contain  mandatory disclosures under Companies Act General

      Regulations, Annex 2

  •    Applicants shall submit both hard copy and soft copy. Soft copy shall be in Microsoft

     word format.

  •     All public companies are required to submit a Tax Clearance from Maldives Inland

      Revenue Authority along with the Prospectus.

  •      Decision on Prospectus Review will be communicated to the applicant within 5 working

       days