Company Registration & Changes
Company Registration & Changes
Responsible Entity: Ministry of Economic Development and Trade
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Guide for Registration
Description
This service can be used to register a private limited company in the Maldives pursuant to the Companies Act (Law number 10/96). All companies seeking to operate a business in the Maldives should be registered with the Ministry of Economic Development.
Before you start
Please ensure that the following service(s) are completed before proceeding with your application.
Name Reservation.
How to apply
You can apply using an Efaas account.
Logging into your own account will direct you to the oneGov homepage.
Documents required
Copy of national identity card of the Secretary.
Copy of national identity card of the Shareholders.
Copy of national identity card of the Director(s).
Copy of national identity card of the Managing Director.
Copy of national identity card of tax-responsible persons and authorized signatories.
If one or more of the shareholders are companies:
Board resolution of the shareholding company stating:
That the company will be a shareholder
The shareholding percentage
Name and national identity card number of the representative director if one is appointed
Name and passport number of the representative director if a foreign individual is appointed.
If one or more shareholders are companies and if a shareholding company elects to have a representative director:
Board resolution appointing representative director on behalf of the shareholding company
Copy of national identity card of the representative director
Copy of data page of the passport if the representative is a foreign individual.
If one or more of the shareholders are foreign individuals or entities:
Foreign Investment Approval as per the Foreign Investment Act
Copy of data page of passport(s)
If the shareholding company is a foreign company, a notarized copy of their certificate of incorporation and constitution.
After you apply
After successful submission a notification will be sent to your email and phone.
You can check the status of the request from the history tab.
Once the application is approved the status will change to “Approved”. You may now proceed to make the payment.
Should the status of your application be changed to “Incomplete”, you will receive a notification along with remarks via email and phone.
Once the application is approved and the related payments have been cleared, the status of the application will change to “Processed”.
Your registration documents; Certificate of Registration, Corporate Profile Sheet, Memorandum of Association and Articles of Association will be available for download.
Service fee
Registration fee (calculated based on authorized share capital)
Annual fee (MVR 2,000) for private companies
Annual fee (MVR 10,000) for public companies
Payment notification
Once your application has been approved, you will receive a notification via email and SMS to make the payment for the service.
You will be directed to the payment gateway for online payment.
You will receive an SMS notification after your payment is processed.
Estimated time frame
All duly completed applications will be processed within the same business day.
Guide to Change Directors
Description
This service can be used to record changes to the directors of a company incorporated in the Maldives.
Eligibility
A director should be:
A shareholder of the company; OR
A person appointed to represent a shareholding company or a partnership.
An authorised person appointed to use the portal on behalf of the company can submit the application.
How to apply
You can apply using an Efaas account.
Logging into your own account will direct you to the oneGov homepage.
Documents required
A copy of the national identity card of the new Director. (Passport copy for foreign directors)
To add directors:
Board Resolution approving appointment of the director; OR
Any document submitted in accordance with the Articles of Association of the company.
In a case where shareholders are companies or partnerships and appoint a representative director:
A board resolution from the shareholding company approving appointment or removal of a director representing the shareholding company; or
Any document submitted in accordance with the Articles of Association of the company.
After you apply
After successful submission a notification will be sent to your email and phone.
You can check the status of the request from the history tab.
Once the application is approved the status will change to “Approved”. You may now proceed to make the payment.
Should the status of your application be changed to “Incomplete”, you will receive a notification along with remarks via email and phone.
Once the application is approved and the related payments have been cleared, the status of the application will change to “Processed”.
Estimated time frame
All duly completed applications will be processed within the same business day.
Guide to Change Managing Director
Description
This service can be used to record changes to the Managing Director of a company incorporated in the Maldives.
In the event the Managing Director is removed, a new Managing Director should be appointed and registered with the Ministry within 15 days.
Eligibility
A Managing Director should be:
A shareholder of the business entity; OR
A person representing the shareholding company or partnership.
An authorised person appointed to use the portal on behalf of the entity can submit the application.
How to apply
You can apply using an Efaas account.
Logging into your own account will direct you to the oneGov homepage.
Documents required
Board Resolution approving appointment of the Managing Director or any document submitted in accordance with the Articles of Association of the company.
Consent letter from the new Managing Director.
A copy of the national identity card of the new Managing Director. (Passport copy if a foreign Managing director).
In a case where shareholders are companies and appoint a representative director:
A board resolution from the shareholding company approving appointment or removal of a director representing the shareholding entity; OR
Any document submitted in accordance with the Articles of Association of the company.
After you apply
After successful submission a notification will be sent to your email and phone.
You can check the status of the request from the history tab.
Once the application is approved the status will change to “Approved”. You may now proceed to make the payment.
Should the status of your application be changed to “Incomplete”, you will receive a notification along with remarks via email and phone.
Once the application is approved and the related payments have been cleared, the status of the application will change to “Processed”.
Estimated time frame
All duly completed applications will be processed within the same business day.
Guide to Change Company Secretary
Description
This service can be used to register and record changes to the Company Secretary of a company incorporated in the Maldives.
Eligibility
The Company Secretary shall be a Maldivian individual.
An authorized person appointed to use the portal on behalf of the entity can submit the application.
How to apply
You can apply using an Efaas account.
Logging into your own account will direct you to the oneGov homepage.
Documents required
Board resolution detailing change of the Company Secretary (include date on which Company Secretary has been appointed and the date on which the previous Secretary was terminated)
Letter of acceptance from the new Company Secretary
After you apply
After successful submission, a notification will be sent to your email and phone.
You can check the status of the request from the “My Applications” tab.
Once the application is processed, the Corporate Profile Sheet reflecting the change will be issued via email.
Estimated time frame
All duly completed applications will be processed within the same business day.
Guide to Change Constitution
Description
This service can be used to record changes to the Memorandum of Association (MoA) and Articles of Association (AoA) of a company incorporated in the Maldives.
Eligibility
An authorized person appointed to use the portal on behalf of the entity can submit the application.
How to apply
You can apply using an Efaas account.
Logging into your own account will direct you to the oneGov homepage.
Documents required
Shareholders resolution; and
New Memorandum of Association (where applicable); or
New Articles of Association (where applicable)
After you apply
After successful submission, a notification will be sent to your email and phone.
You can check the status of the request from the “My Applications” tab.
Once the application is processed, your company’s constitution documents will be issued via email.
Estimated time frame
All duly completed applications will be processed within the same business day.
Guide to Change Company Name
Description
This service can be used to register a change of name of a company (except local authority companies) incorporated in the Maldives.
Before you start
Please ensure that the following service(s) are completed before proceeding with your application.
Name Reservation.
Eligibility
The applicant should be a registered company as per Companies Act (10/96).
An authorized person appointed to use the portal on behalf of the entity can submit the application.
How to apply
You can apply using an Efaas account.
Logging into your own account will direct you to the oneGov homepage.
Documents required
Special resolution passed by the shareholders.
After you apply
After successful submission, a notification will be sent to your email and phone.
You can check the status of the request from the “My Applications” tab.
Once the application is processed, your registration documents; Certificate of Registration, Corporate Profile Sheet, will be issued via email.
Service fee
MVR 100 for each change.
Payment notification
Once your application has been approved, you will receive a notification via email and phone to make the payment for the service.
You can see the payment prompt under “My Applications”. Clicking this will redirect you to the BandeyriPay portal where you will be able to make the payment.
Estimated time frame
All duly completed applications will be processed within the same business day.
Guide to Change Type
Description
This service can be used to change the type of a company from Private Limited to Public Limited and from Public Limited to Private Limited.
Eligibility
The application should be submitted in accordance with Maldives Securities Act (Law No. 2/2006) and relevant regulations.
An authorized person appointed to use the portal on behalf of the entity can submit the application.
How to apply
Logging into your own account will direct you to the oneGov homepage.
Documents required
To change the type of Company from a Private company to a Public Company;
The special resolution passed by the private company to become public.
The special resolution passed by the company to make changes to the Memorandum and Article of Association.
The amended Memorandum of Association of the company.
The amended Articles of Association.
The company prospectus (if applicable).
To change the type of the Company from a Public Company to a Private Company;
The special resolution passed by the public company to become private.
The special resolution passed by the company to make changes to the Memorandum and Article of Association.
The amended Memorandum of Association of the company.
The amended Articles of Association.
After you apply
After successful submission, a notification will be sent to your email and phone.
You can check the status of the request from the “My Applications” tab.
Once the application is processed, your registration documents; Certificate of Registration and Corporate Profile Sheet and constitution documents (MoA and AoA) will be issued via email.
Estimated time frame
All duly completed applications will be processed within 5 business days.
Guide to Increase Capital
Description
This service can be used to record a capital increase of a company incorporated in the Maldives.
Before you start
Please ensure that the following service(s) are completed before proceeding with your application.
Not applicable.
Eligibility
The applicant should ensure that there is no lien (collateral) on shares.
An authorized person appointed to use the portal on behalf of the entity can submit the application.
How to apply
You can apply using an Efaas account.
Logging into your own account and clicking the 'Apply Now' will direct you forward.
Documents required
Special resolution passed by the shareholders stating the following:
Current authorized capital.
Proposed authorized capital.
Allocation of shares as per proposed authorized capital (where applicable).
Optional document: New Memorandum of Association with updated authorized capital.
After you apply
After successful submission, a notification will be sent to your email and phone.
You can check the status of the request from the “My Applications” tab.
Once the application is processed, the Corporate Profile Sheet reflecting the change will be issued via email.
Service fee
Fee calculated based on registered new capital.
Payment notification
Once your application has been approved, you will receive a notification via email and phone to make the payment for the service.
You can see the payment prompt under “My Applications”. Clicking this will redirect you to the BandeyriPay portal where you will be able to make the payment.
Estimated time frame
All duly completed applications will be processed within the same business day.
Guide to Decrease Capital
Description
This service can be used to record a capital decrease of a company incorporated in the Maldives.
Eligibility
The company should ensure that there is no lien (collateral) on shares.
An authorized person appointed to use the portal on behalf of the entity can submit the application.
How to apply
You can apply using an Efaas account.
Logging into your own account will direct you to the oneGov homepage.
Documents required
Special resolution passed by the shareholders stating the following:
Current authorized capital
Proposed authorized capital
Allocation of shares as per proposed authorized capital (where applicable).
Optional document: New Memorandum of Association with updated authorized capital
After you apply
After successful submission, a notification will be sent to your email and phone.
You can check the status of the request from the “My Applications” tab.
Once the application is processed, the Corporate Profile Sheet reflecting the change will be issued via email.
Estimated time frame
All duly completed applications will be processed after issuing a capital reduction notice for 30 days and an additional 2 business days.
FAQs
Who has the authority (to make applications/requests, etc.) on behalf of the company within the portal?
By default, the Managing Director is authorized to apply for services on behalf of the company. The Managing Director may delegate this role to any party.
Is there a requirement to submit any documents physically or over-the- counter ?
No, all submissions can now be made online.
Will the Ministry issue any physical or over-the-counter documents?
No. All documents will be available for download via the portal.
How do I get assistance with the portal?
If you have any questions or need assistance, email us at [email protected] . You may also call our helpline 1500.
How can I self-generate a Corporate Profile Sheet?
You can generate your Corporate Profile Sheet via the “Self-Generate Corporate Profile Sheet” service.
Do I have to register business activities separately?
You are required to clarify the applicable regulations for specific business activities from the relevant Ministries.
Do I have to register for GST?
GST is charged under the Goods and Services Tax Act (Law Number 10/2011). It is compulsory for businesses whose annual taxable sales revenue exceed MVR 1 million or annual taxable sales revenue is forecasted to exceed MVR 1 million, to register for GST at Maldives Inland Revenue Authority (MIRA). Importers of goods to the Maldives and suppliers of tourism goods and services are also required to register for GST even if the value of their taxable supplies do not exceed the MVR 1 million threshold.
Do I have to register for Income Tax?
At the time of registration, details of your business entity will be shared with the Maldives Inland Revenue Authority (MIRA). You will automatically be registered for income tax under the Income Tax Act (Law Number 25/2019). The self- generating corporate profile sheet will include the Tax Identification Number (TIN); once the registration with Maldives Inland Revenue Authority is complete. You will be taxed if your income or profit meets the specified tax bracket on the Income Tax Act.
Do I have to register as an employer with Maldives Pension Administration Office (MPAO)?
The information of the registered business will be made available to MPAO upon completing the business registration with the Ministry of Economic Development. You are required to notify the MPAO if you have any employees.
Is it mandatory to submit a copy of valid national identity card or passport for changing directors?
The copy of the national identity card or passport should be valid and not be past the expiration date.
Is it necessary to continuously update changes to the passport in the case of expiration?
It is the responsibility of foreign directors and Managing Directors to ensure that up-to-date passport copies are submitted to the Ministry.
Can I submit extracts of the Resolutions passed by the Board of Directors, General Meeting or Annual General Meeting for the purpose of recording changes to Director(s)?
Yes. Such extracts are acceptable if they do not contravene with the Articles of Association of the company and is duly executed by the Managing Director and the Company Secretary.
What is a special resolution?
It refers to a resolution passed by at least three-fourths (75%) majority of those eligible to vote in a company's general meeting.
Do I have to change constitution document (Memorandum and Articles of Association) with the change of name?
It is not mandatory.
Does change of name result in change of registration number?
No.
Is the previous name listed in the Corporate Profile Sheet?
Yes.
How do I obtain a certificate that reflects the change of name of the company?
It will be available for download.
What would happen to the existing shareholders if the company has decided to increase the share capital?
Existing shareholders and shareholding percentage will remain the same until the shares are allocated. Changes to the share structure must be registered by the company.
How do I check whether changes to the capital has been recorded in the Ministry?
You can check the capital stated on the self-generated corporate profile sheet. A corporate profile sheet can be generated via ‘Self-Generate Corporate Profile Sheet’ service.
Can I apply for a capital decrease even if there are any existing claims?
Yes. However, the application will not be processed if there are any claims which prevent the Ministry from recording the capital decrease.
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