Malta’s Special Limited Partnership Funds (“SLPFs”) provide a flexible, tax-efficient, and investor-friendly framework for private equity, venture capital, and other alternative investment funds. SLPFs provide a new legislative framework for Maltese Collective Investment Schemes, which are structured as limited partnerships without separate legal identity.
Key Features
- Established through an LPA and authorised by the MFSA.
- Minimum of 1 GP and one LP without separate legal personality
- In Structuring capital commitments and profit distribution
- Authorised and supervised by the Malta Financial Services Authority (MFSA)
- Professional of Qualifying Investors (Non-Retail)
- Income & Capital gains taxed directly at investor level
- Advantageous for Private Equity and Venture Capital Funds
- May be utilised by real estate and infrastructure funds. May also be used by hedge funds and Alternative Investment Fund Managers
Establishing a SLPF
In an increasingly complex financial landscape, corporates are seeking jurisdictions that offer both innovation and stability. Malta has emerged as a leading domicile for alternative investment funds, particularly through its Special Limited Partnership Funds. These structures are designed to accommodate private equity, venture capital, and other alternative investment strategies with minimal regulatory friction.
The flexibility provided by the Limited Partnership Agreement, as well as other relevant aspects, makes the SLPF an extremely versatile investment vehicle, making it an excellent alternative for certain investment funds.
The SLPF regime can be established as a notified investment vehicle (e.g., Notified PIF or Notified AIF) and licensed by the MFSA. Recognising the needs of investment managers, this new regulatory framework allows Malta CISs to contain limited partnerships without a separate legal personality, providing greater operational flexibility, faster administrative processes, and tax efficiency.
An SLPF, unlike a limited liability company, does not hold assets, engage into contracts, or sue or be sued in its name. Such ties, rights, and obligations are attributed to the partners, who are both general and limited partners. The general partner assumes full management and control, as well as unlimited liability, while the limited partners provide capital and share in profits. Limited partners are not involved in management, which limits their liability.
Advantages of a SLPF
In addition to offering investors a structure that removes entity-level double taxation, a Malta SLPF permits investment agreements with a clear risk allocation between general and limited partners. The name of the fund, the names and addresses of the general and limited partners, the partnership’s term, and its goals must all be explicitly stated in the partnership agreement. According to the regulations, the SLPF’s purpose is limited to the collective investment of funds.
The SLPF regime provides several observable advantages, such as tax transparency, administrative ease, and significant flexibility in the drafting of partnership agreements, allowing fund managers to take a customized approach to creating creative investment strategies that may not be possible under a more stringent legal framework.
How ARQ Group Can Help
At ARQ Group, we understand the regulatory complexities surrounding investment funds. Our team of legal, compliance, and governance professionals is committed to helping you navigate your application with clarity and confidence. Whether you’re seeking strategic guidance or need support with MFSA engagement and documentation, we are here to ensure your fund remains compliant and competitive. With deep expertise in Maltese financial services and a commitment to client success, ARQ Group is your trusted partner in fund formation and growth. For more information, please contact Dr Denia Ellul – Director – ARQ Advisory Ltd, ARQ Corporate Ltd and ARQ Fiduciaries Ltd.
Denia Ellul
Director of ARQ Advisory Ltd, ARQ Corporate Ltd and ARQ Fiduciaries Ltd.
A lawyer by profession, Denia attended the University of Malta and successfully completed a Bachelor of Laws degree, followed by a Doctor of Laws degree in 2014. Following her graduation from the University of Malta, Denia commenced her employment with a local law firm which helped her gain the necessary knowledge in various fields of law, including corporate and commercial law, cross-border tax planning and financial-legal matters.
