MALDIVES Law and Practice Contributed by: Hassan Maaz Shareef, Aminath Amathulla, Aishath Shifala, Mohamed Azmee, Nazahath Ahmed, Maaisha Mohamed Musthafa, Aifa Shareef and Noorul Hudha Ahmed, Premier Chambers LLP
Liability of Company’s Members The shareholders of the company are only liable towards the company: • to the extent of the value of any unpaid shares held by them; • in a manner clearly specified in the constitutional documents of the company; and • any other manner specified in the Companies Act. Directors Only Maldivians are eligible to serve as directors of companies, with the exception of foreign investment companies, State-owned companies and public com - panies with government shareholdings. At least one director must be resident in the Maldives. A person is generally considered to be residing in the Maldives if that person resides in the Maldives for 183 days or more within a 12-month period. Partnerships The following types of partnerships can be incorpo - rated in the Maldives. • General partnership: the liability of the partners is unlimited and the members are liable for all losses and debts of the partnership. In this form of part - nership, only individuals can become partners. • Limited liability partnership: the liability of the part - ners is limited to the extent of any unpaid capital of the shares which they have subscribed to. Both individuals and corporate entities can become partners in this type of partnership. In both general and limited liability partnerships, there are no legislative restrictions on the number of part - ners. The maximum number of partners will be deter - mined in the partnership agreement. 3.2 Incorporation Process To incorporate a private company or partnership, a name for the business needs to be reserved and the relevant documents specified in the relevant Act and regulations lodged with the Registrar of Companies. The incorporation process can be completed online. Once all requirements are met, registration is typical -
ly completed within one to two business days, after which a certificate of registration is issued. This cer - tificate serves as definitive proof of registration under Maldivian law. 3.3 Ongoing Reporting and Disclosure Obligations Reporting All private companies in the Maldives must report the following changes to the Registrar of Companies to register them in the register maintained by the Reg - istrar. • Amendments to the memorandum or articles of association of the company within 30 days of adoption. • Changes to the directors and the managing direc - tor of the company must be made within 15 days of the change. • Changes to the authorised share capital of the company must be made within 30 days of the change. • Transfer of shares of the company, allotment of shares and any changes to the shareholding of the company within 15 days of the change. • Charge over the shares of the company within 30 days of the creation. • De-registration of the charge over the shares within 30 days of the release of the charge. The director’s report and financial statements of the company need to be submitted to the Registrar within 15 days of the date of the annual general meeting of the company or within another deadline determined by the Registrar. Disclosure Obligations The shareholders of the company must provide the details of the beneficial owners of the shares to the company. The company must verify the accuracy of this information and maintain a register of the benefi - cial owners of the company’s shares. Significant beneficial owners are considered members of the company and are considered to hold a minimum 25% shareholding in the company, whether directly or indirectly and possess voting and dividend rights cor - responding to that shareholding. Anyone who has the
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