Sports Private Limited Liability Companies Regulations, 2026

L.N. 91 of 2026

COMPANIES ACT

(CAP. 386)

Sports Private Limited Liability Companies Regulations, 2026

IN EXERCISE of the powers conferred by article 425(1)(s) of

the Companies Act, the Minister responsible for the registration of

commercial partnerships, in consultation with the Minister responsible

for education, sport, youth, research and innovation, has made the

following regulations:-

(1) The title of these regulations is the Sports Private

Limited Liability Companies Regulations, 2026.

(2) These regulations shall come into force within two (2)

months from their publication in the Gazette.

In these regulations, unless the context otherwise requires

"Act shall mean the Companies Act;

"club" shall have the same meaning as assigned to it in the

Sports Governance and Integrity Act;

"Court" shall have the same meaning as assigned to it in the

Act;

"economic activity" means any activity as permitted under

these regulations, whereby a sports private limited liability

company offers goods or services in return for payment, carried

out to generate revenue in support of the operation, sustainability

or development of its sporting activities;

"intellectual property rights" means any immaterial

property including but not limited to, trademarks, specifically

logos, emblems and logo configurations, patents, copyrights,

industrial designs, colour and branding rights, and any other

ancillary industrial or intellectual property rights related thereto;

"National Association" shall have the same meaning as

assigned to it in the Sports Governance and Integrity Act;

"Register" shall have the same meaning as assigned to it in

the Sports Governance and Integrity Act;

"Registrar" shall have the same meaning as assigned to it in

the Act;

"Sports Appeals Board" means the Sports Appeals Board as

established by article 47 of the Sports Act;

"sports private limited liability company" means a sports

private limited liability company, which for all intents and

purposes, shall be a company formed and registered in

accordance with this Act;

(1) A company may be formed or constituted as a sports Purpose and

private limited liability company which, in that capacity, shall activities

sports private

constitute the club registered in the Register and shall be responsible limited

company.

for its management, operation, and administration.

(2) The economic activities of a sports private limited liability

company shall be restricted solely to the management, administration,

and operation of a club, and to such other activities which are strictly

related thereto.

(3) A sports private limited liability company shall also be

entitled to

(a) acquire and hold shares or interests only in companies

or entities whose activities are directly related to, support or are

ancillary to the sporting operations or objectives of the sports

private limited liability company, including economic activities

which do not form part of the company’s primary sporting

purpose, to generate revenue in support of such purpose,

provided that all such activities comply with applicable laws and

regulations and as long as the company obtains the due

authorisation of the Authority of Integrity in Maltese Sports;

(b) borrow, raise or secure the payment of money for the

purpose of, or in connection with the business of the sports

private limited liability company;

(c) purchase, take on lease, exchange, acquire by any title

any property and any right or privileges or easements over, or in

respect of any such property necessary to carry on the business of the

sports private limited liability company;

(d) subscribe for, acquire, hold, or dispose of shares,

stocks, debentures, debenture stock, bonds, notes, options,

interests in, or other securities of any company, corporation,

entity, partnership, or other body of persons, provided that such

body is engaged in activities which are directly related to,

support, ancillary to, or constitute permitted economic activities

undertaken in support of the sports private limited liability

company’s sporting purpose, and subject to compliance with

applicable laws and regulations;

(e) receive from any assets held by the sports private

limited liability company pursuant to any of the provisions of

this regulation, dividends, capital gains, interest and any other

income derived from investments including income or gains on

their disposal, rents, royalties and similar income whether arising

in or outside Malta, and profits or gains attributable to a

permanent establishment, including a branch, whether situated in

or outside Malta;

(f) carry out activities ancillary and related to the proper

execution of a sports private limited liability company’s

activities.

(4) A sports private limited liability company shall be

prohibited from

(a) owning shares, or being in any other way related,

directly or indirectly, to another sports private limited liability

company or to a club registered with the same National

Association, other than the one with which the particular sports

private limited liability company is primarily engaged;

(b)

engaging in any gaming or gambling activities

Provided that a sports private limited liability

company shall not be precluded from benefiting by way of

sponsorship or similar funding through granting a form of

promotion to licenced gaming;

(c) operating as a holding company by acquiring or

maintaining controlling interests in entities whose principal

activities are unrelated to the company’s core business;

(d) 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.

(5) Shareholders who, whether individually or acting in

concert, are able to exercise significant influence over a sports private

limited liability company shall not hold, directly or indirectly, any

ownership interest, management role, or other position of influence in

another club or sports private limited liability company participating in

the same sport under the same National Association, where such

interest may give rise to a conflict of interest or a perception of

compromised sporting integrity. The assessment of such conflicts shall

fall within the remit of the Authority for Integrity in Maltese Sport in

accordance with the Sports Governance and Integrity Act.

(6) The Authority for Integrity in Maltese Sport shall have the

power to monitor compliance by sports private limited liability

companies with their lawful objects, applicable law, and governance

obligations. Where non-compliance to the law is identified, the said

Authority shall take such steps as are expressly permitted in

accordance with the Sports Governance and Integrity Act.

(1) The members of a sports private limited liability Membership

company may be companies, foundations, associations and other body and

of a sports

corporates, as well as natural persons.

private limited

liability

company.

(2) Any person who is, or proposes to become, a shareholder,

beneficial owner, director, or person exercising significant influence

over a sports private limited liability company shall be a fit and proper

person, in accordance with applicable governance standards.

(3) For the purposes of this regulation, the assessment of

whether a person is fit and proper shall be carried out in accordance

with the Code of Good Governance issued by the Authority for

Integrity in Maltese Sport, as may be amended from time to time.

(4) A sports private limited liability company shall, prior to

registration and on a regular basis thereafter, ensure compliance with

the Code of Good Governance referred to in sub-regulation (3).

(5) Where a person is found not to satisfy the fit and proper

requirements under the Code of Good Governance, the Authority for

Integrity in Maltese Sport, may require the sports private limited

liability company to take appropriate remedial action within a deadline

stipulated by the said Authority.

(6) A sports private limited liability company shall consist of at

least two (2) and not more than fifty (50) shareholders, as follows

(a) a class referred to as "Class A" consisting of one (1)

or more shareholders, which shareholders may be either a

commercial partnership, or a natural person; and

(b) another class referred to as "Class B" consisting of

one (1) shareholder, which may be either an association or a

foundation, which entity shall be a non-profit organisation, and

registered as a voluntary organisation in accordance with the

Voluntary Organisations Act.

(7) Class A shareholders shall not collectively be entitled to

(i) own more than ninety per cent (90%) of the share

capital in the sports private limited liability company;

(ii) own more than ninety per cent (90%) of the voting

rights in the sports private limited liability company;

(iii) nominate more than ninety per cent (90%) of the

members of the Board of Directors of the sports private limited

liability company.

(8) Class B shareholders shall be entitled collectively to not

less than ten per cent (10%) of each of the rights referred to in sub-

regulation (7) in the particular sports private limited liability company.

(1) The name of a sports private limited liability

company shall, without prejudice to the provisions of the Act, include

the expression "Sports Private Limited Liability Company" or

"SPLLC".

(2) In addition to the memorandum and articles of association

for the formation of a sports private limited liability company, the said

company shall be required to submit the following documents to the

Registrar

(a) a registration certificate confirming registration or an

approval in principle, issued by the Authority for Integrity in

Maltese Sport in accordance with article 6 of the Sports

Governance and Integrity Act;

(b) a document confirming that the share capital has been

deposited, issued by a bank or a financial institution licenced by

the Malta Financial Services Authority;

(c) a registration certificate confirming registration or an

approval in principle, issued by the recognised National

Association in Malta, if applicable;

(d) any other document, which the Registrar of

Companies may require according to the circumstances of the

case.

(3) Where an existing Club intends to register as a sports

private limited liability company, the following additional documents

shall also be required

(a) a fresh registration certificate by the Authority for

Integrity in Maltese Sport in accordance with the Sports Cap. 626.

Governance and Integrity Act;

(b) a certificate of enrolment issued by the Commissioner

for Voluntary Organisations in accordance with article 14 of the Cap. 492.

Voluntary Organisations Act;

(c) any other document which the Registrar may require

according to the circumstances of the case.

(4) The Registrar on receiving all the documents for the

registration of the said company, shall forthwith register them

provisionally, and upon the expiration of three (3) months from the

publication of the notice referred to in article 401(1)(e), the Registrar

shall register permanently the name of the company on the Register

Provided that the Court may, on the application filed within

the said period of three (3) months by any interested party who appears

to the Court to have an interest, make an order deferring the date at

which the name of the company shall be registered on the Register or

rejecting the registration of the name of the company.

(5) When an order by the Court is made under the proviso to

sub-article (4), the Registrar of Courts shall forthwith forward a copy

of it to the Registrar for registration and the Registrar shall defer

applying the provisions of sub-regulation (4) in accordance with the

order given by the Court referred to in the said sub-regulation. In the

event that the Court upholds the request of the interested party not to

register the said company, the Registrar shall immediately cancel the

name of such company.

(6) Any abuse by any person of the designation ‘Sports Private

Limited Liability Company’ or ‘SPLLC’, as determined by the Sports

Appeals Board, shall result in the disqualification of such person, for a

period not exceeding two (2) years, from any involvement in any other

sports private limited liability company, sports club, National

Federation, National Association or operator, as those terms are

defined in article 2 of the Sports Governance and Integrity Act.

(1) An existing club may, subject to compliance with the Registration of

Act and these regulations, register as a sports private limited liability an

as a sports

company.

private limited

liability

company.

(2) Upon registration, the sports private limited liability

company shall have full legal personality in accordance with the

provisions of the Act, and shall assume all the responsibilities

pertaining to the management, operation and administration of the club

with effect from the date of registration with the Registrar.

(3) Upon the registration of the club as a sports private limited

liability company, all rights, interests, privileges, assets, liabilities, and

obligations of the club, whether actual, contingent, or accrued, shall

be vested in the sports private limited liability company, in full

conformity with applicable law

Provided that where any right or obligation subsisting

between the club and a third party would, under applicable law, require

the prior written consent or execution of a signed contract by such

third party in order to effectuate its transfer, the club shall obtain such

consent or execute such contract prior to the registration of the sports

private limited liability company

Provided further that no prior consent or execution of any

instrument shall be required where the rights, interests, privileges,

assets, liabilities or obligations are not altered, impaired, or otherwise

affected by the registration of the club as a sports private limited liability

company, and such rights and obligations shall continue in full force and

effect in accordance with applicable law.

(4) Any financial assistance, ownership rights or concession

granted to a club by a public authority shall, upon its registration as a

sports private limited liability company be regulated by, and be subject

to the provisions of the Public Finance Management Act, the

Competition Act, the State Aid Monitoring Regulations and the Act, as

the case may be

Provided that the sports private limited liability company

shall ensure compliance with any conditions attached to such aid or

support.

Voting within the sports private limited liability company

shall be governed by the memorandum and articles of association,

which shall determine the method in which decisions may be taken

from time to time, however a unanimous decision by the shareholders

of a sports private limited liability company present and voting shall

be required to

(a) modify the memorandum and articles of association

of a sports private limited liability company;

(b)

modify the number of votes allotted to each

shareholder;

(c)

modify the manner in which decisions are taken;

(d) alter any other obligation of a shareholder, unless

otherwise provided by the memorandum and articles of

association;

(e) make any changes which in any manner impinge

upon the intellectual property rights of the club;

(f) authorise a shareholder of the sports private limited

liability company to use his participation as security through

pledging of shares;

(g) withdraw its affiliation as a club with the National

Association

Provided that in the eventuality that no unanimous decision

is obtained following the voting process, the proposed changes shall

not take effect.

Without prejudice to any other obligation of the Act, the Other

obligations of a

sports private limited liability company shall

sports private

limited liability

company.

(a) upon registration and throughout its existence, the

sports private limited liability company shall have a minimum of

one (1) Maltese resident director who is ordinarily resident in

Malta for the whole period during which he is a director of the

said company;

(b) as is reasonably practicable and in any case by not

later than (1) one year from registration, the said company shall

operate a bank account with a licenced bank or financial

institution in Malta; and

(c) in any default of this provision 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, as determined by the said Board and after a

period of one month of non-observance of the said requirements,

the Registrar shall have the right to initiate the procedure in

accordance with article 218 of the Act.

€0.81