Fund structuring, licensing and launch in two jurisdictions — MFSA-regulated UCITS, AIFs, NAIFs and PIFs in Malta, and GFSC Experienced Investor Funds and private funds in Gibraltar.
zeta. advises fund promoters, managers, and investors across the full lifecycle of a fund — from choosing the right structure and securing MFSA fund licensing, through to launch, administration, and ongoing management. We work across Malta and Gibraltar in house — setting up Alternative Investment Funds (AIFs), Notified AIFs (NAIFs) and Professional Investor Funds (PIFs) under the MFSA, and Experienced Investor Funds (EIFs) and private funds under the GFSC — and supporting them with fund administration and special purpose vehicle (SPV) services across the zeta. platform.
Contacts: Jasper De Trafford — Investment Services Advisor & Richard Bernard — Legal Advisor
An EU domicile regulated by the MFSA, with the full range of retail and alternative structures — UCITS, AIFs, NAIFs and PIFs — and EU/EEA passporting rights for those that qualify. The right choice where access to the European single market matters.
Explore Malta fundsA common-law British Overseas Territory regulated by the GFSC, offering just two products — the regulated Experienced Investor Fund and the unregulated private fund. Streamlined, flexible, and tax-neutral where income arises outside Gibraltar.
Explore Gibraltar fundsAn EU domicile regulated by the MFSA, with four legal forms available for collective investment schemes.
Enquire About a Malta FundUCITS and Non-UCITS retail schemes with EU/EEA passporting rights.
Target professional investors with EU/EEA passporting. Must be managed by authorized AIFM.
Three tiers: Experienced Investors (EUR 10,000 minimum), Qualifying Investors (EUR 75,000), Extraordinary Investors (EUR 750,000). Fast-track licensing available.
Established 2016. Can market within 10 days of MFSA notification. Restricted to qualified and professional investors.
Fund Re-domiciliation to Malta — foreign investment funds may re-domicile to Malta if established as a similar body corporate, taking advantage of Malta's robust regulatory framework and EU membership.
Gibraltar is a self-governing British Overseas Territory with a common-law legal system, an English-speaking professional community, and a mature funds industry supervised by the Gibraltar Financial Services Commission (GFSC). Its experienced investor fund legislation has been in place since 2005, and the jurisdiction deliberately keeps its offering simple: there are two fund products rather than a dozen. For managers who want speed, flexibility on asset classes, and tax neutrality without the complexity of a full EU regime, Gibraltar is frequently the more efficient answer.
Two structures cover almost every mandate: the regulated Experienced Investor Fund (EIF) and the unregulated private fund. Less optionality means faster decisions and fewer advisory dead ends.
An EIF does not require regulatory pre-approval before launch. It is established on the basis of a legal opinion and notified to the GFSC under the post-launch notification procedure, so there is no waiting period between structuring and commencing operations.
No statutory diversification requirements and no limits on borrowing or leverage. There are no restrictions on asset classes, which makes the EIF an effective vehicle for digital assets, private credit, and other less conventional strategies. The fund must simply follow the strategy set out in its offering memorandum.
Gibraltar left the European Union alongside the United Kingdom. A Gibraltar EIF can be structured outside the scope of AIFMD, removing the €100m / €500m assets-under-management thresholds that would otherwise trigger full AIFM authorisation.
Funds can be structured to be tax neutral or tax transparent. There is no capital gains tax, no wealth tax, and no withholding tax on distributions — subject to structuring and advice.
Gibraltar operates on Central European Time and is a short flight from the major European financial centres — a practical advantage for managers and investors based in Europe.
Because Gibraltar sits outside the EU, a Gibraltar fund does not benefit from an AIFMD marketing passport into the EEA. Marketing to EEA investors is instead carried out under each member state's national private placement regime or reverse-solicitation rules. Where broad EU distribution is the priority, a Malta structure is usually the better fit — we will tell you which way the analysis points before you commit.
The EIF regime is governed by the Financial Services (Experienced Investor Fund) Regulations 2020 and provides for a regulated fund marketed to experienced or high-net-worth investors. It is Gibraltar's flagship fund product.
Enquire About an EIFThe criteria defining an “experienced investor” are not cumulative — an investor need satisfy only one of them:
An EIF must put a defined set of service providers in place. We coordinate these appointments as part of the launch:
A fund may be self-managed, with investment decisions taken by its board rather than an external investment manager. Where the fund is self-managed, directors beyond the two EIF directors do not require a Gibraltar licence. Alternatively, the board may appoint an external investment manager.
Private funds are established under Schedule 24, Part 2 of the Financial Services Act 2019. Once launched, a private fund must be registered with the GFSC, but it is not licensed, authorised or regulated by it.
A private fund may invest across any asset class, provided it follows the strategy set out in its offering memorandum. Private funds may be established as private limited companies or limited partnerships. They cannot be established as protected cell companies or protected cell limited partnerships.
The promotion of a private fund is restricted. Under the Act, all of the following conditions must be met:
A private fund still needs a Gibraltar administrator, since third-party money is involved, and we recommend appointing Gibraltar auditors where the fund is building a track record. We also generally recommend that a majority of directors are Gibraltar-based, so that management and control remain in Gibraltar.
The standard vehicle for both EIFs and private funds. Ordinary (management) shares carry voting rights but no economic rights and are held by the promoter; participation shares carry economic rights and are issued to investors; nominal shares balance share capital following redemptions.
Established under the Protected Cell Companies Act 2001. Assets and liabilities attributable to each cell are statutorily segregated from those of other cells. Each cell may run its own strategy and fee structure, there is no limit on the number of cells, and open- and closed-ended cells can coexist. Cells have no separate legal personality — the PCC is the only legal person. EIFs only.
Governed by a partnership agreement between a corporate general partner and the limited partners, and registered with the Registrar of Partnerships in Gibraltar. Partnership interests are issued to investors. Where the fund is an EIF, the two EIF directors sit on the board of the general partner.
Established under the Limited Partnerships Act 2021 and the Protected Cell Limited Partnerships Act 2021, combining partnership mechanics with statutory cell segregation. Investors hold interests corresponding to a cell rather than owning the underlying assets directly. EIFs only.
The 2026 amendments to the Protected Cell Companies Act 2001 introduce a statutory framework for tokenisation within PCC structures. In general terms, the amendments provide for the recognition of tokenised cells and tokenised participation shares; updated segregation and registration provisions confirming that statutory ring-fencing of cell assets and liabilities extends to tokens representing participation shares; the role and regulatory treatment of DLT service providers operating in connection with tokenised PCCs; and transitional provisions for existing PCCs converting to tokenised structures. A tokenised EIF PCC will need to engage a DLT or token platform to handle the tokenisation itself.
Both jurisdictions accommodate open- and closed-ended structures — and in cellular vehicles, the two can coexist.
In a closed-ended fund, participation shares or interests are issued during a defined subscription period at a set value. Once that period ends the fund is closed to further subscriptions, and net asset value per share or interest is calculated periodically at an agreed frequency.
In an open-ended fund, participation shares or interests are issued at a set subscription price during the initial subscription period, after which their value tracks the fund's net asset value and therefore the performance of the underlying investments. New subscriptions are accepted on set subscription days.
Investors transfer subscription monies to the fund's bank account, and participation shares or interests can be registered with ISIN and WKN numbers to assist with processing — further security identification numbers, such as a Bloomberg ticker or Valor number, can also be applied for. Subscription forms and due diligence are processed by the administrator, and once documents are accepted and monies received in full, the directors issue the participation shares or interests in the fund or relevant cell.
Gibraltar funds can be structured to be entirely tax neutral or tax transparent, on a territorial basis of taxation.
Gibraltar operates a territorial basis of taxation: the ordinary corporate rate of 15% applies to Gibraltar-source income only. Where a fund's income arises outside Gibraltar, there is effectively no assessable tax base.
Tax treatment in other jurisdictions is a separate question. It may be necessary to take advice on withholding tax in the state or states where the assets are located, and investors should take independent advice on the consequences arising where they are resident or domiciled in connection with acquiring, holding, redeeming or transferring participation shares or interests. The above is a general summary and not tax advice.
A Gibraltar fund generally takes six to eight weeks to establish. zeta. project-manages the set-up in house, from first structuring conversation through to launch.
Start the ConversationGibraltar regulatory and tax advice, and fund structuring advice on the right product and vehicle.
Drafting the memorandum and articles of association, or the partnership agreement.
Incorporating the fund and, for partnerships, registering with the Registrar of Partnerships.
Drafting the offering memorandum that sets out the fund's investment strategy and terms.
Drafting or reviewing director service, custody, administration, secretarial, and investment management agreements.
Opening the fund's bank accounts to process subscriptions and hold fund assets.
Corresponding with and registering the fund with the GFSC.
We advise on Gibraltar regulatory and tax matters. We do not advise on the foreign regulatory and tax implications of a structure for the fund or its prospective investors, and investors should take independent legal advice in that regard.
Beyond formation and licensing, we support funds throughout their operational life in both jurisdictions — a reliable, regulated back office so managers can focus on investment strategy.
NAV calculation, investor register and transfer agency, processing of subscriptions and redemptions, financial reporting, and coordination with auditors and the regulator.
Formation and administration of special purpose vehicles and holding companies used to hold fund assets, ring-fence risk, and structure individual investments.
Regulatory reporting, AML/CFT support, and ongoing governance to keep the fund and its vehicles in good standing with the MFSA and other authorities.
Tell us about your strategy and target investors — we'll set out the right jurisdiction, structure, and route to launch.
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Read moreContact us to discuss fund structuring, MFSA licensing, administration and management in Malta, with advisory coverage in Gibraltar.
