In February 2025, Malta introduced the Special Limited Partnership Fund (SLPF), a significant development for alternative investment funds, particularly private equity (PE) managers. This advancement aligns Malta with global best practices and enhances its competitiveness as fund domicile through a combination of structural flexibility, tax transparency, and regulatory efficiency.
Why the SLPF Matters for PE Managers
The SLPF regime simplifies fund structuring by allowing limited partnerships without separate legal personality, mirroring familiar models used in Luxembourg and Delaware. The Limited Partnership Agreement (LPA) now plays a central role in the fund’s constitution, enabling tailored governance, profit distribution, and streamlined decision-making.
From a regulatory standpoint, the framework is designed for non-retail investors, and the amendment process for LPAs has been made significantly more efficient, reducing administrative friction and enhancing operational agility.
Tax Efficiency Tailored to PE Needs
The SLPF regime offers a suite of tax features that are particularly attractive to private equity managers. The structure supports pass-through taxation, ensuring that income is taxed at the investor level rather than at the entity level, which aligns with typical PE fund preferences. Additionally, Malta’s tax refund system can significantly reduce the effective tax rate, enhancing overall fund efficiency. No dividend withholding tax further enhances post-tax returns for investors. Capital gains exemptions often apply to foreign-sourced gains, keeping them outside the scope of Maltese taxation.
Finally, Malta’s extensive double tax treaty network facilitates cross-border tax efficiency, making it an internationally competitive jurisdiction for fund domiciliation.
Positioning Malta Globally
These reforms, driven by the Companies (Amendment) Act and supporting MFSA initiatives, modernise Malta’s corporate and partnership frameworks, and strengthen its appeal to international fund managers, particularly those in the private equity and asset management sectors.
Need Guidance?
Transitioning to an SLPF structure requires careful planning and expert guidance. Our team is here to help you assess how Malta’s SLPF regime fits with your requirements and to navigate the regulatory landscape to ensure your structure is optimised for success.
For more information, download our memo below, or alternatively, please reach out to Albert Cilia, Managing Director of our Malta office and European Regional Director of Funds.