15.04.2026
This newly introduced legislation marks a landmark regulatory framework that allows for the creation of a specialized type of company, the Sports Private Limited Liability Company (SPLLC), designed specifically to manage and operate sports clubs. The regulations will come into force within two months of their publication in the Government Gazette.
Purpose, Activities and Prohibitions
An SPLLC is a company formed under the Companies Act to specifically manage, operate and administer a sports club. The economic activities are restricted solely to the managing, administering and operational of the club and to such other activities which are strictly related thereto.
The SPLLC can engage in economic activities to generate revenue for its sporting goals, such as holding property, borrowing money, and investing in related entities (with authorization from the Authority for Integrity in Maltese Sport - AIMS), provided those activities directly support or relate to the SPLLC’s sporting objectives.
An SPLLC cannot own shares in another SPLLC or club within the same National Association. Furthermore, it is prohibited from engaging in gaming or gambling activities (though it may accept sponsorships from licensed gaming entities). Finally, it cannot act as a holding company for unrelated businesses or provide financial assistance/loans to third parties.
Classes of shares:
To ensure clubs remain rooted in their community and mission, the law mandates that a SPLLC must have a minimum of two (2) and a maximum of fifty (50) shareholders. These are divided into two mandatory classes of shares:
Class A Shareholders: Consists of one or more commercial partnerships or natural persons, who collectively cannot own more than ninety percent (90%) of the shares, voting rights or board nomination rights.
Class B Shareholder: Consists of exactly one entity, which must be a non-profit association or foundation registered as a voluntary organization who must own a minimum of ten percent (10%) of the shares, voting rights and board nomination rights.
Fit and Proper Assessment:
Every shareholder, director, and "person of influence" must pass a "fit and proper" assessment based on the Code of Good Governance issued by the Authority for Integrity in Maltese Sport (AIMS). Significant influence cannot be held in two different clubs within the same sport to avoid conflicts of interest.
Transitioning into an SPLLC:
Existing clubs can be converted and registered as an SPLLC, following the expiration of a three (3) month publication notice issued by the Registrar. Upon successful registration, the company assumes all legal personality, assets, and liabilities of the club, including all the responsibilities pertaining to the management, operation and administration of the club.
Safeguarding the legacy of the sports club
Whilst voting with the SPLLC shall be governed by the memorandum and articles of association, a unanimous decision by the shareholders of a sprots private limited liability company present and voting shall be required to:
(a) Modify the memorandum and articles of association of a SPLLC;
(b) Modify the number of votes allotted to each shareholder;
(c) Modify the manner in which decisions are taken;
(d) Make any chances which in any manner impinge upon the intellectual property rights of the club;
(e) Authorise a shareholder of the SPLLC to use his participation as security through pledging of shares;
(f) Withdrawn its affiliation as a club with the National Association.
Substance links to Malta
The SPLCC must have at least one (1) Maltese resident director and the company must also operate a Maltese bank account with a licenced bank or financial institution in Malta within one year of registration. Should the SPLCC be found to be in default of this provision as determined by the Sports Appeals Board, it shall be liable to a penalty of not more than one hundred euro (€100) for every day during which the default subsists, and after a period of one (1) month of non-observance of said requirements, the Registrar shall have the right to initiate the procedure in accordance with Article 218 of the Companies Act.
Our firm is ready to assist your club in navigating this transition or helping investors structure their participation in Maltese sports. Contact us via email robert@dingli.com.mt for a consultation.