Special Limited Partnership Funds: A New Investment Framework in Malta
A Game-Changer for Collective Investment Schemes
The Investment Services Act (Special Limited Partnership Funds) Regulations 2025 were published in February 2025, establishing a new structure by which a collective investment scheme may be set up. This new structure provides greater flexibility to investors, fund managers and other entrepreneurs seeking to establish a fund in Malta.
Legal Structure, No Separate Legal Personality, Yet Distinct Patrimony
No Separate Legal Personality
Special Limited Partnership Funds do not benefit from separate legal personality. As a result:
(i) it is not capable of being the subject of rights and obligations;
(ii) it is not capable of owning and holding property under any title;
(iii) it is not capable of suing of being sued in its own name.
Distinct Patrimony
However, the assets attributable to the Special Limited Partnership Fund are deemed to constitute a distinct patrimony from those of the general partner/s or limited partner/s.
As a result, creditors of any general or limited partner has no recourse against the assets attributable to the Special Limited Partnership Fund.
Setting Up A Special Limited Partnership Fund: Key Requirements
Partnership Agreement
A Special Limited Partnership Fund is a partnership formed by means of a Partnership Agreement, between two or more partners.
The Partnership Agreement must state:
(i) the name of the Special Limited Partnership Fund;
(ii) that the Special Limited Partnership Fund is constituted in accordance with the Regulations;
(iii) the law governing the Partnership Agreement (not limited to Maltese law)
(iv) the principal office in Malta of the Special Limited Partnership Fund;
(v) the period, if any, for the duration of the Special Limited Partnership Fund;
(vi) the objectives for which it is being set up;
(vii) the method of valuation of contributions other than cash;
(viii) the investment policy of the Special Limited Partnership Fund;
(ix) the distribution policy of the Special Limited Partnership Fund;
(x) the date of closing of the accounts of the Special Limited Partnership Fund;
(xi) the generally accepted accounting principles adopted by the Special Limited Partnership Fund;
(xii) the accounting currency of the Special Limited Partnership Fund;
(xiii) the procedures in relation to the appointment, removal and resignation of the auditor;
(xiv) the mode of dissolution of the Special Limited Partnership Fund;
(xv) the procedure for the issue of units to participants;
(xvi) the procedure for redemption of units;
(xvii) the method of valuation of the Special Limited Partnership Fund’s assets;
(xviii) the name and residence/registered office of the general partners;
(xix) where a partner acts as a partner in more than one Special Limited Partnership Fund, a description of how the patrimonies are being kept distinct.
A copy of the Partnership Agreement will need to be submitted to the MFSA as part of the authorisation process.
General and Limited Partners
At least one of the partners must be a general partner and at least one partners must be a limited partner.
The General Partners
At least one of the general partners shall be a commercial partnership registered in Malta and formed in accordance with the Companies Act.
The general partners will be jointly and severally liable for all debts attributable to the Special Limited Partnership Fund without limitation.
The general partners must satisfy the eligibility criteria set out in the Investment Services Act, the Investment Services Rules, any other regulations as well as in the Partnership Agreement.
The Limited Partners
The limited partners must agree to contribute to the capital of the Special Limited Partnership Fund in accordance with the Partnership Agreement.
The limited partners’ liability is capped, in the sense that they shall not be held liable for any debts attributable to the Special Limited Partnership Fund beyond the amount which they have agreed to contribute in accordance with the Partnership Agreement.
The limited partners must satisfy the eligibility criteria set out in the Investment Services Act, the Investment Services Rules, any other regulations as well as in the Partnership Agreement.
Who Runs the Show? Governance & Management
Administration and Representation
The administration and representation is vested in the General Partners severally unless the Partnership Agreement provides otherwise.
Representation in Legal Proceedings
Legal proceedings by or against a Special Limited Partnership Fund are to be instituted by or against the general partners vested with the administration and representation of the Special Limited Partnership Fund.
How can Zeta Assist?
At Zeta, our experienced team is well-versed in the regulatory framework and particularities of establishing Special Limited Partnership Funds (SLPFs) in Malta. From drafting the Partnership Agreement to ensuring compliance with the Investment Services Act and MFSA requirements, we provide tailored guidance every step of the way.
Whether you are an investor, fund manager, or entrepreneur looking to leverage the flexibility of an SLPF, our expertise ensures a smooth and efficient setup process. Get in touch with us to explore how we can support your investment goals.