Malta Notified Alternative Investment Fund (NAIF)
General Overview
- Legal Basis: Governed by the Investment Services Act (Chapter 370 of the Laws of Malta), and specifically the MFSA Notified AIF framework established in 2016 and revised in 2021.
- Regulatory Oversight: Not subject to direct supervision or licensing by the MFSA. Indirectly supervised through its appointed full-scope Alternative Investment Fund Manager (AIFM).
- Target Investors: Professional Investors and Qualifying Investors (minimum €100,000 commitment and appropriate risk acknowledgment).
- Setup Timeframe: 10 business days for MFSA notification upon valid submission; full setup (incl. structuring & onboarding) typically completed within 2–4 weeks.
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
Key contact
Nikolas Charalambous
Managing Director
MBA, BSc. Accounting
T +357 24 205300
