First Amendment to the Companies Act
The First Amendment to the Companies Act (Act Number 18/2024) (the “First Amendment”) was ratified on 18 September 2024.
Notably, the First Amendment revised the time frames within which companies incorporated in Maldives must convene extraordinary general meetings (EGMs).
Time frames to convene EGMs
The First Amendment shortened the time frames for companies to convene EGMs. As per Section 98 of the Companies Act, shareholders holding shares constituting 10% of the voting rights in a general meeting may require the Board of Directors to convene an EGM by submitting a request to the company (the “Requisition”).
The revisions made to the time frames under the First Amendment are as follows:
| Previous Requirement | New Change under the First Amendment | |
| Period to convene the EGM | EGM must be held within 3 months from receipt of the Requisition | EGM must be held within 10 days from receipt of the Requisition |
| Period to provide the EGM notice for shareholders | Notice for the EGM must be circulated to all shareholders within 21 days from receipt of the Requisition | Notice for the EGM must be circulated to all shareholders within 3 days from receipt of the Requisition |
| Notice period | A notice of at least 14 days to be provided to shareholders prior to the EGM | A notice of at least 7 days to be provided to shareholders prior to the EGM |
Appointment of Directors and Managing Directors
The Companies Act requires all companies incorporated in Maldives to appoint a Managing Director, and the minimum number of directors as required under the Companies Act should also be appointed at all times by companies.
Where companies have not appointed the minimum required number of Directors or do not have a Managing Director, the Registrar of Companies (ROC) has the authority to order companies to meet the minimum requirements.
- Previously, companies were required to appoint the minimum number of Directors or the Managing Director (as the case may be) within 30 days from receipt of such an order from ROC.
- Under the First Amendment, companies are now required to appoint the minimum number of Directors or Managing Director (as applicable) within 10 days of receiving an order from ROC.
Effective Date
The First Amendment became effective on 18 September 2024.
