The Sports Private Limited Liability Companies Regulations, 2026 - Legal Notice 91 of 2026

The Regulations shall come into force two (2) months following their publication in the Government Gazette.

Purpose, Activities and Prohibitions of a Sports Private Limited Liability Company

An SPLLC is a company incorporated under the Companies Act whose objects are strictly limited to the management, administration, and operation of a sports club, together with activities that are directly related or ancillary thereto.

In furtherance of its sporting purpose, a SPLLC may undertake revenue-generating and investment activities, provided that such activities remain directly aligned with and supportive of its core objectives. In particular, an SPLLC may:

• acquire and hold interests in entities whose activities are directly related to, supportive of, or ancillary to the club’s operations, including activities of a non-sporting nature, provided that such acquisitions are subject to prior approval by the Authority for Integrity in Maltese Sport (“AIMS”) and are conducted in compliance with all applicable legal and regulatory requirements;
• raise or secure funding through borrowing or other lawful means for the purposes of its operations;
• acquire, hold, or otherwise enjoy movable and immovable property, as well as any related rights, privileges, or easements necessary for the conduct of its business;
• acquire, hold, and dispose of securities or other financial instruments in entities whose activities are connected with or supportive of its sporting purpose; and
• derive income from its assets and investments, including but not limited to dividends, interest, capital gains, rents, or similar income, whether arising in Malta or abroad.

Notwithstanding the above, SPLLCs are subject to clear statutory limitations. In particular, an SPLLC shall not:

• hold shares in, or otherwise be directly or indirectly connected with, another SPLLC or a club competing within the same National Association (other than the club it operates);
• engage in gaming or gambling activities, without prejudice to its ability to receive sponsorship from licensed gaming operators;
• act as a holding company exercising control over entities whose primary activities are unrelated to its sporting function; or
• grant loans, guarantees, securities, or any form of financial assistance to third parties.

Registration and Incorporation Requirements

In addition to the requirements prescribed under the Companies Act, an SPLLC shall be required to:

• include the designation “Sports Private Limited Liability Company” or “SPLLC” in its name;
• obtain approval or approval in principle from AIMS;
• provide confirmation that the share capital has been deposited with a licensed Maltese financial institution;
• submit confirmation of registration or approval (where applicable) by the relevant National Association; and
• provide any additional documentation as required by the Registrar.

Upon submission of the required documentation, the Registrar shall provisionally register the company. Full (permanent) registration shall follow after a period of three (3) months from publication of the relevant notice, unless a court order is obtained to delay or refuse registration.

Registration of an existing club

Existing sports clubs may convert into an SPLLC in accordance with the applicable provisions of the Companies Act and the Regulations. Following permanent registration, the SPLLC:

• assumes full legal personality; and
• succeeds to all assets, rights, obligations, and liabilities of the pre-existing club, including those relating to its management and operations.

Shareholding and Governance Requirements

Shareholders of a SPLLC may include both natural and legal persons, such as companies, foundations, associations, and other body corporates. All individuals who are, or propose to become, shareholders, beneficial owners, directors, or persons exercising significant influence must satisfy the “fit and proper” criteria in accordance with the Code of Good Governance issued by the AIMS.

An SPLLC is required to comply with such governance standards both at the point of registration and on an ongoing basis. Where a person fails to meet these requirements, AIMS may direct the company to take appropriate corrective action within a prescribed timeframe.

The shareholding of an SPLLC must consist of a minimum of two (2) and a maximum of fifty (50) members, divided into two classes: Class A shareholders, being natural persons or commercial partnerships, and a single Class B shareholder, being a non-profit association or foundation registered as a voluntary organisation. Class A shareholders may not collectively hold more than ninety percent (90%) of the share capital, voting rights, or board appointment rights, thereby ensuring that the Class B shareholder retains a minimum participation of ten percent (10%) in each of these rights.

Certain fundamental decisions require the unanimous approval of all shareholders present and voting, irrespective of the provisions of the memorandum and articles of association. These include:

• amendments to the memorandum and articles of association;
• changes to voting rights attached to shares;
• modifications to decision-making mechanisms;
• actions affecting the intellectual property rights of the club;
• authorisation of share pledges by shareholders; and
• withdrawal from affiliation with the relevant National Association.

Ongoing Local Substance Requirements

An SPLLC is required to maintain a genuine presence in Malta. In particular, it must:

• appoint at least one (1) director who is resident in Malta; and
• operate a bank account with a licensed Maltese bank or financial institution within one (1) year of registration.

Failure to comply with these requirements may result in administrative penalties of up to €100 per day for as long as the default persists, as determined by the Sports Appeals Board. Continued non-compliance exceeding one (1) month may lead the Registrar to initiate proceedings in terms of Article 218 of the Companies Act, which may ultimately result in dissolution.

The introduction of the SPLLC framework represents a significant step towards the formalisation and professionalisation of sports club management in Malta. By combining the flexibility of a corporate structure with robust governance, integrity, and community participation safeguards, the Regulations seek to strike a careful balance between commercial sustainability and the preservation of sporting values. Stakeholders considering this structure should, however, give due consideration to the regulatory obligations, governance standards, and ongoing compliance requirements imposed by AIMS, as these will be central to the successful operation of an SPLLC.

Written by Joyce Bezzina, Assistant Manager Corporate Services, Forvis Mazars.