MALDIVES LAW AND PRACTICE Contributed by: Shaaheen Hameed, Hassan Maaz Shareef, Aminath Amathulla, Nazahath Ahmed, Isha Ali Raoof, Aifa Shareef, Noorul Hudha Ahmed and Mohamed Azmee, Premier Chambers LLP
3.5 Directors’, Officers’ and Shareholders’ Liability
pany, whether directly or indirectly and possess voting and dividend rights corresponding to that shareholding. Anyone who has the right, whether directly or indirectly, to exert influence and con - trol over financial and strategic decisions of the company will also be considered to be a signifi - cant beneficial owner. The company also has to submit details of the significant beneficial owners to the Registrar of Companies within 30 days of receiving the infor - mation. 3.4 Management Structures Private Companies Private companies registered in the Maldives are managed by the board of directors of the com - pany. All companies have to appoint a managing director from among its directors. The managing director will be a full-time officer of the company and will be responsible for the management of the company under the guidance of the board of directors. The directors can use their discretion to dele - gate their powers, duties and responsibilities to a director’s committee, an individual director or an employee of the company, in a manner deter - mined by the board of directors, provided the delegation is not prohibited by the company’s constitutional documents. Even with the delega - tion of the powers, the directors will still remain accountable for the actions of the delegate. Partnerships In all partnerships registered in the Maldives, a managing partner has to be appointed. The managing partner is responsible for managing and overseeing all matters relating to the part - nership according to the partnership agreement.
Companies registered in the Maldives after reg - istration acquire a legal personality which is dis - tinct from, and separate to, that of its members, directors and officers. However, this is not abso - lute and the Companies Act states that if the company has committed a fraud and dishonest action and if the shareholders, directors or offic - ers of the company have used the company for personal gain, the corporate veil of the company may be pierced and the directors, shareholders and officers of the company may be held per - sonally liable. Specific responsibilities are imposed on the directors of a company under the Companies Act. If the directors fail to comply with those responsibilities, they commit an offence and can be penalised. There is also an obligation on the shareholders to disclose details about the beneficial owners and if they fail to disclose these details, they are considered to commit an offence and can be penalised. The Companies Act also recognises situations where the company will be considered to be committing a criminal offence. These circum - stances are where the company submits false information, submits forged documents to the Registrar of Companies or obstructs an inspec - tion conducted by the Registrar of Companies or someone delegated by the Registrar of Com - panies.
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