Malta Sports Private Limited Liability Companies Framework

Legal Notice 91 of 2026 introduced a dedicated legal framework governing the incorporation and operation of sports clubs through a private limited liability company structure, known as a Sports Private Limited Liability Company (SPLLC). The regulations establish specific governance, ownership, operational, and compliance requirements applicable to clubs operating under this regime.

Purpose of the SPLLC Regime

The Sports Private Limited Liability Company (SPLLC) framework is intended to provide sports clubs with a regulated corporate structure while ensuring appropriate oversight and safeguarding the integrity and administration of organised sport in Malta. The regime creates a specialised legal vehicle through which sports clubs may conduct their activities within a defined supervisory framework.

Incorporation Requirements

An SPLLC may be incorporated subject to the following conditions:

1. The company must be established for the management, administration, and operation of a sports club.
2. The company must consist of at least two shareholders and not more than fifty shareholders.
3. The issued share capital must be divided into Class A shares and Class B shares.
4. The company must satisfy the registration and approval requirements prescribed by the regulations.
5. Prior approval from the Authority for Integrity in Maltese Sport (AIMS) must be obtained before incorporation and registration.

Shareholding Structure

The regulations establish a specific shareholding and governance structure for SPLLCs.

Class A Shareholders

Class A shareholders may consist of one or more natural persons and/or commercial partnerships, subject to the limitations established under the regulations. Collectively, Class A shareholders may not hold more than 90% of the issued share capital, the voting rights, or the rights to appoint directors of the company.

Class B Shareholder

The Class B shareholder must consist of a single non-profit organisation, namely an association or foundation registered as a voluntary organisation in accordance with Maltese law. The Class B shareholder must hold at least 10% of the issued share capital, the voting rights and the rights to appoint directors of the company.

Regulatory Approval and Compliance Obligations

An SPLLC must obtain and maintain the relevant approval issued by AIMS and must also be registered with the Malta Business Registry. Additional compliance obligations include:

1. maintaining a registered office in Malta;
2. appointing at least one director and one company secretary;
3. ensuring that at least one director is resident in Malta; and
4. opening and maintaining a bank account in Malta within the prescribed timeframe.

Permitted Activities

The activities of an SPLLC must primarily relate to the operation, administration, and management of the sports club for which it is established. Subject to the applicable regulatory limitations and any approvals required by AIMS, an SPLLC may also:

1. acquire, hold, and dispose of property;
2. borrow funds and enter into financing arrangements;
3. hold shares or interests in entities connected with or ancillary to its sporting objectives; and
4. derive revenue from investments or activities connected to its authorised objects.

Restricted Activities

The regulations impose a number of restrictions on SPLLCs. In particular, an SPLLC may not:

1. hold shares in, or otherwise be directly or indirectly associated with, another SPLLC or a sports club forming part of the same National Association, except for the club which it is designated to operate;
2. participate directly in gaming or gambling activities, although it may receive sponsorships or financial support from licensed gaming operators;
3. operate principally as a holding company controlling entities whose primary activities are unrelated to its sporting purposes; or
4. provide loans, guarantees, securities, or other forms of financial assistance to third parties, whether directly or indirectly.

Conversion of Existing Sports Clubs

Existing sports clubs may convert into an SPLLC provided that the statutory requirements are satisfied and the necessary regulatory approvals are obtained. The framework allows clubs to transition into the new corporate structure while maintaining continuity of their sporting operations.

Enforcement and Regulatory Measures

The regulations provide for enforcement measures in cases of non-compliance. These may include:

1. administrative penalties, including daily fines;
2. additional regulatory or disciplinary measures imposed by AIMS; and
3. dissolution proceedings where warranted under the applicable law.

Practical Significance

The Sports Private Limited Liability Company (SPLLC) regime introduces a specialised corporate framework tailored to Malta’s sports sector. The regulations seek to balance commercial and organisational flexibility with regulatory oversight, governance safeguards, and integrity requirements intended to preserve the proper administration of sport.

How Can We Help

If you are interested in having an initial consultation to discuss the new Sports Private Limited Liability Company (SPLLC) or your specific business requirements, contact us today.

*This article is for information purposes only and should not be construed as legal or tax advice.