The Malta limited partnership is the structure investors already recognise. One general partner runs the business and carries the liability, limited partners contribute capital and risk only what they commit, and where the capital is not divided into shares the partnership pays no tax at all. Returns flow straight through to each partner and are taxed in their own jurisdiction. It is the private equity and venture capital model, inside the EU, through Malta company formation.

What a Limited Partnership Is in Malta

The limited partnership, known in Maltese law as the partnership en commandite, is governed by the Companies Act (Chapter 386 of the Laws of Malta). It combines features of a company and a general partnership, built around a two tier structure.

General partners manage the business and bear unlimited liability for its obligations. Limited partners contribute capital and stay passive, with their exposure capped at their contribution. That line matters. A limited partner who starts taking part in management risks losing the protection that defines the role.

Unlike partnerships in many other jurisdictions, a Maltese commercial partnership has its own separate legal personality, distinct from its partners. It can own and hold property under any title at law, contract in its own name, and be sued.

Both roles can be filled by limited liability companies registered in any jurisdiction, and in practice a Maltese Ltd is often appointed as general partner. This caps the exposure that would otherwise fall on an individual and strengthens the structure’s local substance at the same time.

One structural choice shapes everything that follows. The partnership’s capital may or may not be divided into shares, and that single decision determines how it is taxed.

How a Limited Partnership Is Taxed

Tax Transparency by Default

Where the capital is not divided into shares, Maltese tax law treats the partnership as fiscally transparent. The partnership itself bears no tax liability. Profits are allocated to the partners and taxed in their hands, according to each partner’s own circumstances and residence, and income and gains retain their character as they pass through. An individual partner is taxed at personal rates, a corporate partner under the rules of its own jurisdiction. For a fund raising money from investors across several countries, this removes tax at the vehicle level entirely and leaves each investor to be taxed once, at home.

The Corporate Election

Transparency is not the only route. Where the capital is divided into shares, the partnership is taxed as a company, and the rules that apply to companies come with it. That includes the full imputation system, so the partnership can access the shareholder refund mechanism that brings trading income to an effective 5%, along with the tax accounting rules that apply to distributable profits. A partnership may also elect to be treated as a company under the Income Tax Act. The choice between transparency and corporate treatment is a genuine structuring decision, driven by the residence of the partners, the type of income, and the investment horizon.

What This Means for Non Resident Investors

Under the transparent route, a partner who is neither resident nor domiciled in Malta pays Maltese tax only on income arising in Malta. Income sourced outside Malta and allocated to that partner falls outside the Maltese net. For an international fund holding assets across Europe and beyond, this means the Maltese vehicle adds no fiscal layer of its own. Investors are taxed where they are, on what they receive, once. That is precisely why limited partnership structures are the default expectation of institutional and professional investors, and why Malta made the model available in a form they already understand.

Using a Limited Partnership as a Fund

Special Limited Partnership Funds

In February 2025 the MFSA launched a framework for collective investment schemes structured as limited partnerships without separate legal personality, known as Special Limited Partnership Funds. Introduced by Legal Notice 30 of 2025 under the Investment Services Act, the SLPF aligns Malta with Luxembourg, Ireland and the Cayman Islands, where investors expect exactly this form.

An SLPF is created through a Limited Partnership Agreement between at least one general partner and one or more limited partners, registered with and authorised by the MFSA. The general partner represents the partnership, holds its assets, and can contract and be sued in its name. The LPA itself is deliberately flexible on capital commitments, profit distribution and decision making, and once the fund is running, only amendments to the items the regulations require in the LPA need prior MFSA approval. Everything else is a notification.

The framework is open to non retail schemes aimed at qualifying and professional investors, and it was built with private equity and venture capital in mind.

Fund Regimes a Limited Partnership Can Carry

The partnership is the vehicle. The regime sits on top of it, and a limited partnership can carry several.

• Alternative Investment Fund (AIF), covering venture capital, private equity, real estate and hedge strategies, with EU passporting through the AIFM under the AIFMD.
• Notified AIF (NAIF), notified rather than licensed, for a rapid launch under a full scope AIFM.
• Professional Investor Fund (PIF) and Notified PIF (NPIF), the lighter touch non retail regimes, with the NPIF now available on a self managed basis.
• EuVECA and EuSEF, the European venture capital and social entrepreneurship labels, whose eligibility for Maltese fund structures the MFSA has clarified.

A limited partnership can also be structured like a SICAV, with multiple classes or multiple sub-funds, each sub-fund’s assets and liabilities segregated from the others and denominated in different currencies.

Malta Against Luxembourg and Ireland

Fund promoters comparing domiciles usually land on three points. Cost, where establishing and running a fund in Malta remains cheaper than Luxembourg or Ireland while meeting the same EU regulatory standards. Regulatory clarity, with a framework the MFSA has kept accessible and a regulator that engages directly. Speed, through the notified regimes, where a NAIF or NPIF launches without waiting on a full licence.

What Malta lacked until 2025 was the partnership form investors take for granted elsewhere, since its fund industry had been dominated by corporate vehicles such as the SICAV. The SLPF closed that gap. The trade off is scale. Luxembourg carries deeper service infrastructure and a longer institutional track record, so the question is whether that premium buys anything your fund actually needs.

What You Need to Register One

A limited partnership is lighter to form than a company, with one significant difference. There is no statutory minimum capital.

Two partners minimum, at least one general. The deed must state which partners are general and which are limited. If it does not, the partnership is deemed to be en nom collectif, and every partner carries unlimited liability. Both roles can be filled by limited liability companies from any jurisdiction.

A deed of partnership registered with the Malta Business Registry, setting out the partnership name, the contribution of each partner, the name, residential address and identification of each partner, the objects of the business, and its duration if fixed.

Contributions rather than share capital. No statutory minimum applies. Partners contribute what the deed provides, and the registration fee is calculated on that contribution. No bank deposit slip is required.

A registered office in Malta, where the details of the limited partners are held.

Proper books of account. Partnerships are exempt from filing audited accounts, though accounts must be kept and filed with the MBR.

A Limited Partnership Agreement and MFSA registration, if the partnership is a fund. Where the structure operates as a collective investment scheme, the LPA is registered with and authorised by the MFSA, and the fund must be licensed by, recognised by or notified to the regulator before it can be established.

Alongside these, we run due diligence on every partner and beneficial owner before filing. Our requirements page sets out the full checklist across every structure.

How Long It Takes

Registration is quick. Once the deed is agreed and due diligence is complete, the Malta Business Registry processes the filing on the same timeline as a company, with the certificate typically issued in two to five business days. Since there is no share capital to deposit and no bank certificate to produce, one of the usual bottlenecks disappears.

A fund adds a second track. The MFSA route runs alongside the registry, and its length depends on the regime. A notified fund, whether NAIF or NPIF, launches on notification rather than a full licence, which is why managers reach for it when speed matters. A fully licensed AIF or PIF takes considerably longer, and the Limited Partnership Agreement must be authorised by the MFSA before the fund is established.

Banking remains the practical constraint on becoming operational, as it is for every Maltese structure. Our formation timeline page breaks down every stage with realistic 2026 durations.

Should You Choose a Limited Partnership or a Company

The two structures answer different questions. A company protects everyone who owns it. A partnership protects the investors and leaves the general partner exposed, in exchange for transparency and flexibility that a company cannot offer.

	Limited Partnership (En Commandite)	Private Limited Company (Ltd)
Best for	Funds, pooled investor capital, co-investment	Trading, holding, owner managed businesses
Members	2 minimum, at least 1 general partner	1 shareholder minimum, 50 maximum
Liability	Unlimited for general partners, capped for limited partners	Limited for all shareholders
Minimum capital	None, contributions set by the deed	€1,164.69, 20% paid up
Taxation	Transparent by default, taxed at partner level	35% paid, 5% effective through the refund
Governance	Set by the partnership deed or LPA	Companies Act rules and Articles
Audited accounts	Exempt, books still required	Annual audit required
Right page	You are here	Malta Private Limited Company

Be clear eyed about the trade off. The general partner’s liability is unlimited, which is why the role is almost always given to a limited liability company rather than an individual. Done that way, the structure gives investors the protection and transparency they expect while nobody carries personal exposure. Done carelessly, it puts one person on the hook for everything the partnership owes.