Authors: Chrstina Gingell, Kylie Zammit - WH Partners
By virtue of Legal Notice 91 of 2026, the Minister responsible for the registration of commercial partnerships, in consultation with the Minister responsible for education, sport, youth, research and innovation, has issued the Sports Private Limited Liability Companies Regulations, 2026 (“Regulations“). The Regulations shall come into force within two (2) months from their publication in the Government Gazette (10 April 2026).
The Regulations establish a new corporate vehicle – the sports private limited liability company (“SPLLC“), designed for the management, operation and administration of sports clubs.
These Regulations allow sports clubs to be structured as private limited liability companies while keeping their sporting purpose.
The introduction of this framework forms part of a broader policy direction toward promoting professionalisation in the sector, enhancing governance standards, and ensuring that sporting activities operate within a properly regulated corporate structure.
Purpose and activities of a sports private limited liability company
A sports private limited liability company is a company formed and registered in accordance with the Companies Act whose economic activities are restricted solely to the management, administration and operation of a sports club, and to such other activities which are strictly related thereto.
In addition to its primary sporting purpose, an SPLLC is entitled to acquire and hold shares or interests in companies or entities whose activities are directly related to, support or are ancillary to its sporting operations or objectives, including activities which do not form part of the company’s primary sporting purpose, to the extent that these generate revenue in support of such purpose. Any such acquisition requires the prior authorisation of the Authority for Integrity in Maltese Sport, and all activities must comply with applicable laws and regulations.
An SPLLC may also borrow, raise or secure money in connection with its business, and may acquire property, rights, privileges or easements necessary to carry on its activities. Furthermore, an SPLLC may subscribe for, acquire, hold or dispose of shares, stocks, debentures, bonds, notes or other securities in any body engaged in activities directly related to, supportive of, or ancillary to its sporting purpose, and may receive dividends, capital gains, interest, rents, royalties and similar income derived from such investments, whether arising in or outside Malta.
Notwithstanding the foregoing, an SPLLC is expressly prohibited from:
- owning shares in, or being in any other way related, directly or indirectly, to another SPLLC or to a club registered with the same National Association, other than the one with which the particular SPLLC is primarily engaged;
- engaging in gaming or gambling activities, although it is not precluded from benefiting by way of sponsorship or similar funding through granting a form of promotion to licensed gaming operators;
- operating as a holding company by acquiring or maintaining controlling interests in entities whose principal activities are unrelated to the company’s core business; and
- granting, issuing, advancing or otherwise making available, whether directly or indirectly, any loan, credit facility, advance, guarantee, security or other form of financial assistance to any person.
Shareholding structure and governance
An SPLLC shall consist of at least two (2) and not more than fifty (50) shareholders, divided into two classes:
- Class A Shareholders, comprising one or more shareholders who may be either a commercial partnership or a natural person; and
- Class B Shareholders, comprising a single shareholder which must be a non-profit organisation, specifically, an association or foundation, registered as a voluntary organisation in accordance with the Voluntary Organisations Act (Cap. 492).
Class A Shareholders shall not collectively be entitled to own more than 90% of the share capital or voting rights, or nominate more than 90% of the members of the board of directors of the SPLLC . Correspondingly, Class B shareholders shall be entitled collectively to not less than 10% of each of those rights. This structure ensures that the non-profit element maintains a minimum and constitutionally protected level of influence within the company.
Any person who is, or proposes to become, a shareholder, director, beneficial owner or person exercising significant influence over an SPLLC must be a fit and proper person, with such assessment being carried out in accordance with governance standards set by the Authority for Integrity in Maltese Sport.
Registration requirements
Further to the standard incorporation requirements under the Companies Act, the name of a sports private limited liability company must, without prejudice to the provisions of the Companies Act, include the expression “Sports Private Limited Liability Company” or “SPLLC”.
In addition to the memorandum and articles of association required for the formation of a company under the Companies Act, an SPLLC must submit the following documentation to the Registrar of Companies:
- a certificate confirming that the registration or approval in principle, has been granted by the Authority for Integrity in Maltese Sport;
- confirmation that the share capital has been deposited with a bank or a financial institution licensed by the Malta Financial Services Authority;
- a certificate confirming registration or approval in principle has been issued and recognised by the National Association (where applicable); and
- any additional documentation the Registrar of Companies may require according to the circumstances of the case.
Upon receipt of all required documents, the Registrar shall register the company provisionally, and upon the expiration of three (3) months from the publication of the relevant notice, shall register the company permanently on the register. However, within that three-month period, any interested party may apply to the Court for an order deferring or rejecting the registration.
Registration of an existing club
Existing sports clubs may convert into a SPLLC, subject to compliance with the Companies Act and the Regulations.
Governance and decision-making
Decision-making is governed by the Company’s memorandum and articles of association, which determine the method by which decisions may be taken from time to time.
Nevertheless, a unanimous decision of the shareholders, present and voting, is required in order to:
- modify to the memorandum and articles of association;
- modify the number of votes allotted to each shareholder;
- modify the manner in which decisions are taken;
- alter any shareholder’s obligation;
- make any changes which in any manner impinge upon the club’s intellectual property rights;
- authorise a shareholder to use their particpation as security through pledging of shares; or
- withdraw the company’s affiliation as a club with the National Association.
In the event that no unanimous decision is obtained following the voting process, the proposed changes shall not take effect.
Other key obligations
Upon registration and throughout its existence, the SPLLC is required:
- to appoint at least one (1) Malta resident director;
- to operate a local bank account as soon as reasonably practicable and in any case by not later than one (1) year from registration.
Failure to comply with these obligations may lead to daily penalties and ultimately, dissolution and winding up procedures initiated by the Registrar of Companies.
Observations
The introduction of the sports private limited liability company represents a notable development in Maltese company and sports, reflecting a clear policy commitment to the professionalisation and structural modernisation of sports governance in Malta. The framework is carefully calibrated to balance commercial flexibility with the preservation of sporting integrity.
Certain aspects merit further attention in practice. The provisional registration mechanism introduces a degree of transitional uncertainty for clubs seeking to rely on the SPLLC’s legal personality from the outset. Additionally, while the detailed fit and proper, governance and conflict-of-interest requirements overseen by the Authority for Integrity in Maltese Sport serve as important ongoing safeguards, the extent to which these will be actively enforced remains to be seen. What is clear, however, is that the Regulations represent a meaningful and considered step towards a more mature and regulated environment for Maltese sport.