The regulation on Registering Foreign Companies came into effect on 10^th October 2024, following its publication in the official gazette. This regulation was enacted pursuant to Article 247 of the Companies Act (7/2023) and outlines the procedures for re-registration, appointment of company agents, and the submission of required documents foe foreign companies conducting business in the Maldives.

Re-registration process

Under this regulation, every foreign company operating in the Maldives must obtain Foreign Investment approval from the Ministry of Trade (Maldives).

Upon approval from the Ministry of Trade (Maldives), the Ministry will issue an acceptance letter.

The documentation required for the re-registration is similar to that needed for initial company registration, including;

• Company registration certificate,
• Constitutional documents, and
• Details of the company’s directors and shareholders.

Additionally, a foreign company must submit a written declaration or statement confirming that they have obtained all required business permits, are not in liquidation or they have not been declared insolvent.

With all the documents and the application form filled, the registrar of the companies is required to register the foreign companies and grant a certificate of registration within three (3) days.

Any changes to the information provided during the re=registration process must be reported to the Registrar of Companies within thirty (30) days of implementation. Failure to notify the registrar of such changes may result in a penalty of MVR 1,000.

Appointment of a Company agent

The regulation mandates that foreign companies appoint a company Agent in Maldives. This position or role was introduced under the Companies act, requires the agent to act as the official representative of the foreign company and be accountable to the Registrar of the Companies. The agent is also liable for any actions taken against the re-registered company.

Any changes in the company agent must be reported to the registrar within seven (7) days. The regulation also stipulates that a company agent cannot be replaced until a new agent is appointed.

Annual Document Submissions to the Registrar of Companies

The regulation requires foreign companies re-registered in the Maldives to submit the following set of documents every year to the registrar of Companies.

1. A notarized declaration (It is not clear as to what the contents of the declaration is; however, it is implies to confirm the legitimacy of the submitted documents);
2. Annual financial records.
3. Director’s report.
4. Auditor’s report.

Company seal

The use of a company seal in the Maldives is not compulsory for foreign companies. However, if a seal is used, it may be the one from the country of incorporation. There is no requirement to have a special seal for Maldivian operations.

Annulment of Re-Registration

The conditions for the annulment of re-registration mirror those outlined in the Companies Act for a company to cease their activities. If any of the events listed below takes place, the company is required to submit to apply for the annulment of their re-registration.

1. Termination of business activities In the Maldives.
2. The expiry or the termination of license provided for foreign investment.
3. Liquidation of the company.

An annulment application must be submitted to the Registrar of Companies within seven (7) days, accompanied by:

1. A document stating the reason for the annulment;
2. Latest financial records of the company.
3. A report confirming that all state dues, employee salaries, outstanding debts, and any other obligations have been settled, along with confirmation of the absence of ongoing legal cases in the Maldives.

Failure to submit the required documents within the specified time allows the Registrar to de-registrar the company and revoke its business permits.

Fees incurred

The table below lists the fees charged for foreign companies under the regulation.

Important notice

Other additional fees may be incurred concurrent to additional regulations imposed. For any questions or advice, please contact our team.