SPORTS PRIVATE LIMITED LIABILITY COMPANIES REGULATIONS

SUBSIDIARY LEGISLATION 386.33

SPORTS PRIVATE LIMITED LIABILITY COMPANIES

REGULATIONS

10th June, 2026

LEGAL NOTICE 91 of 2026.

The title of these regulations is the Sports Private

Limited Liability Companies Regulations.

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

SPORTS PRIVATE LIMITED LIABILITY COMPANIES

accordance with this Act;

(1)

A company may be formed or constituted as a

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

constitute the club registered in the Register and shall be responsible

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

company may be companies, foundations, associations and other body

corporates, as well as natural persons.

(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

Governance and Integrity Act;

(b)

a certificate of enrolment issued by the

Commissioner for Voluntary Organisations in accordance with

article 14 of the 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 Act and these regulations, register as a sports 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

sports private limited liability company shall

(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;

SPORTS PRIVATE LIMITED LIABILITY COMPANIES

(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.