Sports Private Limited Liability Companies: An Overview of the New Regulatory Regime

 

The Sports Private Limited Liability Companies Regulations, 2026 (Legal Notice 91 of 2026) establishes a new legal framework permitting the formation of Sports Private Limited Liability Companies for the purpose of managing and operating sports clubs. The regulations will enter into force two months after their publication in the Government Gazette.   

 

Scope and Permitted Activities 

A Sports Private Limited Liability Company (“SPLLC”) is a company incorporated under the Companies Act whose activities are strictly limited to the management, administration and operation of a sports club, together with any activities that are directly connected or ancillary to that purpose. 

In support of its sporting objectives, an SPLLC may engage in certain commercial or investment activities, provided that these remain closely linked to its core sporting function. These include the acquisition and holding of interests in entities whose activities support or are ancillary to the club’s sporting operations, even where such activities do not in themselves constitute sporting activities. All such acquisitions are subject to the prior approval of the Authority for Integrity in Maltese Sport (“AIMS”) and must comply with applicable laws and regulatory requirements.  

An SPLLC may also borrow or raise funds, acquire movables or immovable property, and hold rights, privileges, or easements necessary for the conduct of its activities. It may further acquire, hold, and dispose of securities in entities carrying on activities connected to or supportive of its sporting purpose, and may derive income from such investments, whether arising in Malta or abroad. 

 

Prohibited Activities 

Notwithstanding its permitted operational scope, an SPLLC is subject to specific statutory prohibition. In particular, it may not:  

• hold shares in, or otherwise be directly or indirectly linked to, another SPLLC or to another club affiliated with the same National Association, other than the club it is established to operate;  
• engage in gaming or gambling activities, although it may receive sponsorship or similar funding from licensed gaming operators;  
• function as holding company by exercising control over entities whose principal activities are unrelated to its sporting purpose; or  
• grant loans, guarantees, securities, or any other form of financial assistance, whether directly or indirectly, to third parties.  

 

Shareholding and Control Structure  

An SPLLC must have a minimum of two (2) and a maximum of fifty (50) shareholders. The share capital is required to be divided into two classes:  

• Class A shareholders, being one or more natural persons or commercial partnerships; and  
• Class B shareholders, consisting of a single non-profit organisation, namely an association or foundation registered as a voluntary organisation under the Voluntary Organisation Act.   
• Class A shareholders may not collectively hold more than 90% of the issued share capital, voting rights, or board nomination rights. Conversely, the Class B shareholder must hold at least 10% of each of these rights.    

 

Governance, Integrity and Conflicts of Interest  

Any person who is, or intends to become, a shareholder, director, beneficial owner, or a person exercising significant influence over an SPLLC must satisfy a fit and proper assessment in accordance with the governance standards issued by AIMS.  

To prevent conflicts of interest, a person may not exercise significant influence over more than one club competing within the same sport.  

Registration and Incorporation Requirements  

In addition to the incorporation requirements applicable under the Companies Act, the name of an SPLLC must include the designation “Sports Private Limited Liability Company” or “SPLLC”.  

An applicant must also submit to the Registrar of Companies: 

• a certificate confirming approval or approval in principle by AIMS;  
• confirmation that the share capital has been deposited with a bank or financial institution licensed by the Malta Financial Services Authority;  
• confirmation of registration or approval in principle by the relevant National Association, where applicable; and  
• any other documentation required by the Registrar, having regard to the circumstances of the case.  

Upon receipt of all required documents, the Registrar shall provisionally register the company. Permanent registration shall follow upon the expiry of three months from the publication of the notice, unless an interested party successfully applies to the Court within that period for an order postponing or refusing registration.  
 

Conversion of Existing Clubs  

Existing sports clubs may convert into an SPLLC in accordance with the Companies Act and the Regulations. Upon permanent registration, the SPLLC succeeds to the legal personality of the club and assumes all its assets, rights, obligations, and liabilities, including those relating to the management, operation, and administration of the club.  
 

Ongoing Local Presence Requirements  

An SPLLC must maintain a substantive connection with Malta throughout its existence. In particular, it is required to: 

• appoint at least one Maltese-resident director; and  
• operate a bank account with a licensed Maltese bank or financial institution within one year of registration.  

Non-compliance may result in administrative penalties of up to one hundred Euro (EUR 100) per day for each day of default, as determined by the Sports Appeals Board. Continued non-observance beyond one month may prompt the Registrar of Companies to initiate dissolution proceedings.  

For more information on how a SPLLC may benefit you, please contact us on legal@bdo.com.mt.  

Want to know more?