Maldives Business Registration

De-registration and winding up of companies

The following are the key steps involved in de-registration and winding up of companies in the Maldives.

1. Resolution by Shareholder’s and Directors

The process typically starts with the Board of Directors passing a resolution to dissolve the company. This must be documented and agreed upon by a shareholder’s resolution.

2. Notification to Authorities

  • A formal notice of intent to wind up the company must be submitted to the Registrar of Companies by the Liquidator appointed under the Shareholder’s Resolution. This notification usually includes: 
  • The company’s intention to cease operations.
  • The proposed date for winding up.

3. Appointing a Liquidator

  • In most cases (unless winding up is done through court process), a liquidator is appointed to manage the winding-up process. The liquidator’s role includes:
  • Realizing the company’s assets (if any).
  • Settling any debts or liabilities.
  • Distributing any remaining assets to shareholders.

4. Public Notification

The liquidator must publish a public notice of  wind up in local media. This is to inform creditors and other stakeholders that the company is being dissolved and to give them the opportunity to file any claims

5. Settling Liabilities

The company must settle all outstanding debts, taxes, and liabilities. This includes paying off creditors and ensuring that any tax obligations with the Maldives Inland Revenue Authority (MIRA) are fulfilled.

6. Final Returns and Accounts

A final set of accounts and financial statements must be prepared, showing the company’s financial position at the time of winding up.

7. Distribution of Assets

Any remaining assets after settling liabilities are distributed among shareholders according to their shareholding percentage or as specified in the company’s articles of association.

8. Final Report by Liquidator

The liquidator prepares a final report detailing the winding-up process, including how assets were realized, debts settled, and any distributions made to shareholders. This report is submitted to the Registrar of Companies.

9. Deregistration Application

  • After settling all obligations, the company or its liquidator can apply to the Registrar of Companies for deregistration. This application must include:
  • A formal request for deregistration.
  • Proof that the public notice period has elapsed.
  • Evidence that all liabilities have been settled and all legal requirements fulfilled.

10. Final Deregistration Certificate

Once the Registrar is satisfied that all legal requirements have been met, it will issue a certificate of deregistration, officially closing the company. This marks the end of the company’s legal existence in the Maldives.

Types of Winding Up:

  • Voluntary Winding Up: Initiated by the shareholders and directors.
  • Compulsory Winding Up: Initiated by a court order, usually when the company is insolvent or has violated regulatory requirements.

Tax and Regulatory Considerations:

  • Ensure all tax filings are up to date with the Maldives Inland Revenue Authority (MIRA).
  • Close any existing bank accounts and cancel business licenses and permits.
  • Settle all outstanding obligations to employees, including termination benefits if applicable