SPORTS PRIVATE LIMITED LIABILITY COMPANIES [ S.L. 386.33 SUBSIDIARY LEGISLATION 386.33 SPORTS PRIVATE LIMITED LIABILITY COMPANIES REGULATIONS 10th June, 2026 LEGAL NOTICE 91 of
- The title of these regulations is the Sports Private Limited Liability Companies Regulations. Citation.
- requires: In these regulations, unless the context otherwise Interpretation. "Act shall mean the Companies Act; Cap.
- "club" shall have the same meaning as assigned to it in the Sports Governance and Integrity Act; Cap.
- "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; Cap.
- "Register" shall have the same meaning as assigned to it in the Sports Governance and Integrity Act; Cap.
- "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 Cap.
- 1 2 [ S.L. 386.33 SPORTS PRIVATE LIMITED LIABILITY COMPANIES accordance with this Act; Purpose and activities of a sports private limited liability company. 3.
(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)entitled to: A sports private limited liability company shall also be (
- 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 SPORTS PRIVATE LIMITED LIABILITY COMPANIES [ S.L. 386.33 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. Cap. 626.
(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. Cap. 626. 3 4 [ S.L. 386.33 Membership and ownership of a sports private limited liability company. SPORTS PRIVATE LIMITED LIABILITY COMPANIES 4.
(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 Cap. 492. (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- SPORTS PRIVATE LIMITED LIABILITY COMPANIES [ S.L. 386.33 regulation
(7)in the particular sports private limited liability company. 5.
(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". Name and registration of a sports private limited liability company.
(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; Cap. 626. (
- 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; Cap. 626. (
- b)a certificate of enrolment issued by the Commissioner for Voluntary Organisations in accordance with article 14 of the Voluntary Organisations Act; Cap. 492. (
- 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 5 6 [ S.L. 386.33 SPORTS PRIVATE LIMITED LIABILITY COMPANIES 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. Cap. 626.
(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. Registration of an existant club as a sports private limited liability company. 6.
(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. SPORTS PRIVATE LIMITED LIABILITY COMPANIES [ S.L. 386.33
(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: 7 Cap. 601. Cap. 379. S.L. 325.07. Provided that the sports private limited liability company shall ensure compliance with any conditions attached to such aid or support. 7. 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 association of a sports private limited liability company; Voting and decisions in a sports private limited liability company. of (
- 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. 8. 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; Other obligations of a sports private limited liability company. 8 [ S.L. 386.33 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.