New Regulation Outlines Dissolution Procedures for Dormant Companies

The Ministry of Economic Development and Trade has issued a new regulation establishing formal procedures for dissolving companies that fail to meet key compliance obligations under the Companies Act.

The regulation, titled Regulation on Procedures for Dissolution of Companies Determined by the Registrar Under Section 75(a)(3) of Law No. 10/96 (Maldives Companies Act) [2025/R-83], was published in the Government Gazette on 18 August.

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According to the regulation, companies may be slated for dissolution if they fail to pay annual fees on time, remain inactive for extended periods, or neglect mandatory filings such as annual accounts, directors’ reports, and auditors’ reports. Businesses that have not commenced activity within one year of registration or have remained inactive for two consecutive years will also fall under this category.

A public list of such companies will be published in both the Government Gazette and the Registrar’s Gazette within three months of the regulation’s commencement. Each notice will include the company’s name, registration number, and the grounds for dissolution. Creditors or claimants will have a 30-day period to submit claims, supported by documentation or relevant court decisions. If no claims are made, or once claims are settled, the Registrar is mandated to finalise the dissolution within 14 days.

Once dissolved, the company’s name will be struck from the Register of Companies and the decision made public. However, the regulation provides an avenue for reinstatement. Companies facing dissolution can apply for reactivation by clearing outstanding fees and penalties, submitting all overdue annual filings, and presenting a board resolution confirming the company’s intention to continue operations. The Registrar is required to process complete applications and reinstate the company within 15 days.

The new framework seeks to improve corporate governance and accountability, while also ensuring that inactive or non-compliant entities are formally removed from the registry. It also provides safeguards for creditors and flexibility for businesses seeking to resume operations.

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