Malta Notified Alternative Investment Fund (NAIF)

Key Features

• Corporate Flexibility: The clear market practice for the NAIFs and other Maltese fund vehicles is to use a SICAV, even though it can be structured as a SICAV, INVCO, Limited Partnership, Unit Trust, ICC, RICC, or Contractual Fund. 
• Investment Scope: Eligible to invest in a wide array of asset classes, including private equity, real estate, hedge funds, debt instruments, infrastructure, and loan acquisitions (excluding origination).
• Quick Time-to-Market: Notification regime, no MFSA licensing required. The MFSA includes the NAIF on its list within 10 working days of valid submission by the AIFM.
• Umbrella Fund Structure: May operate as an umbrella fund with multiple sub-funds, each with segregated assets and liabilities.
• EU Passporting Rights: Managed by an EU-authorized AIFM, enabling marketing across the European Union.
   

Taxation

• Tax Neutrality: Designed to be tax-efficient at the fund level.
• General Tax Treatment:
  • Fund Level: Generally not subject to Maltese income tax, capital gains tax, or withholding tax on non-resident investor returns.
  • Stamp Duty: Exempt on transfer or issuance of units if >85% of assets are located outside Malta. 
  • VAT: Management services provided to the fund are VAT-exempt (without credit).
  • Partnership Structures: May benefit from tax transparency.
  • Tax Treaty Benefits: Access to Malta’s broad DTT network and EU directives (e.g. Parent-Subsidiary Directive).
     

Governance & Service Providers

• Alternative Investment Fund Manager (AIFM): Mandatory appointment of an authorized AIFM (EU based).
• Depositary: Must appoint a local depositary.
• Fund Administration: Must be located in Malta or EU or appropriately delegated.
• Auditor: Appointment of a Maltese-registered auditor is mandatory.
• Directors: Minimum of 3 directors, including at least 1 Malta-resident and independent from key service providers.

Advantages of a Maltese NAIF

• No Regulatory Approval Needed: Only a notification to MFSA is required. 
• Asset Flexibility: Broad spectrum of eligible asset classes, including alternatives and private market strategies.
• Time & Cost Advantage: Lower cost and faster launch compared to fully licensed AIFs.
• Cross-Border Marketing: Passporting rights enable marketing to professional investors across the EU.
• Operational Scalability: Suitable for both single-strategy funds and multi-compartment umbrella platforms.
   

Use Cases

• Private Equity & Venture Capital Funds
• Real Estate Investment Vehicles
• Hedge Funds & Debt Funds
• Infrastructure Investments
   

Setup & Support by KENDRIS Capital

• Assistance with NAIF structuring and registration.
• Drafting of regulatory documents (Fund Prospectus, Limited Partnership Agreement, etc.).
• Ongoing fund management, administration, and compliance services.
   

Malta NAIF Factsheet

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