New capital requirements from the MGA: what operators with a Malta license need to know

In July 2025, the Malta Gaming Authority (MGA) published its Capital Requirements Policy, which sets out new rules regarding minimum share capital and financial stability for licensees. This document is binding and aims to enhance stability and transparency in the gaming industry.

Who does the policy apply to?

The policy applies to both existing MGA licensees — entities that have been granted a license to provide B2C gaming services remotely and/or to provide critical B2B gaming services — and new applicants seeking to obtain the relevant authorization.

In the case of an application for a Corporate Group Licence, the minimum capital requirement may be met by:

• either by one company from the group that will be covered by the license (the so-called Prospective CRP Entity),
• or cumulatively by several companies in the group, not necessarily in equal shares.

This applies to both new applicants and already licensed corporate groups (CRP Entities), provided that the aggregate minimum capitalization is achieved.

Minimum share capital requirements

Depending on the type of license, the company is required to have a nominal, fully paid-up share capital (Minimum Share Capital) not lower than the thresholds set by the MGA:

Obligation to maintain a positive equity position and terms for its restoration:

The company is required to maintain a positive equity position throughout the term of the license. The position is determined based on the balance sheet reflected in the financial statements, i.e., assets must be equal to or exceed liabilities.

Capital includes:

• Minimum authorized capital
• Reserves classified as capital in the financial statements

Important: The MGA does not require capital to be “frozen” — it may be used as working capital.

For B2B licensees, the obligation to restore capital arises only if the negative capital position exceeds €3 million.

If a negative capital position arises, it must be restored within 6 months of the end of the financial year (FYE), even if the financial statements have not yet been audited. This requirement also applies to companies within the CRP group, even if they have not contributed to the minimum capital.

Restoring the capital position

The MGA allows the restoration of a negative capital position not only through new cash injections.

Acceptable sources include:

• Issuance and full payment of new shares (issued & paid-up share capital)
• Share premium reserves
• Other reserves classified as capital
• Conversion of existing shareholder loans into capital

This means that a company can transform internal financial resources into capital without attracting external financing, which is especially useful for startups and holding structures.

Restrictions during the recovery period:

Licensees are prohibited from increasing their loans payable until their capital position has been restored.

Exceptions are allowed in only two cases:

• If such loans can be classified as capital in accordance with International Financial Reporting Standards (IFRS) or other standards recognized by the MGA;
• If the MGA, at its sole discretion, considers the increase in loans to be justified, provided that the licensee implements appropriate financial guarantees, including: pledges of group assets, bank or corporate guarantees, insurance coverage, etc.

Possibility of deviating from the requirement to restore the capital position:

The MGA may allow a deviation from the positive capital position requirement if:

• The group’s consolidated financial statements demonstrate stability
• Guarantees (bank, corporate) are provided
• Insurance policies have been taken out or other assets have been pledged as collateral

CRP entities that are unable to restore their capital position may be exempted from the obligation if the licensee can demonstrate to the MGA that the consolidated financial statements of the corporate license show a positive capital position.

Transition period

• For new licensees (from 2025):

Companies that obtain an MGA license in 2025 or later, if they have a negative capital position, are required to fully restore it by June 30 of the year following the year of license issuance, regardless of the end date of their financial year.

• For existing licensees with a negative capital position as of December 31, 2024:

Such companies are not required to restore capital within the standard 6-month period, but must complete full restoration within an extended period — no later than 5 years from the date of publication of the policy.

The Extended Restoration Period is determined by the MGA on a case-by-case basis, taking into account the following factors: the company’s business model, actual operations, the size of the negative capital position and overall financial status, the financial stability of CRP companies and the group as a whole, and the amount and frequency of planned capital contributions.

Additional rules for companies with a serious capital deficit

If negative capital exceeds €1,000,000 as of December 31, 2024, the licensee is required to submit a detailed recapitalization plan to the MGA by November 30, 2025, including: a capital recovery schedule, the latest financial statements, forecast financial statements (balance sheet, income statement) with reasonable assumptions.

Our team helps MGA-licensed companies not only meet the new requirements, but also optimize their group structure, capitalization, and reporting process. Contact us for a financial stability assessment and compliance plan implementation.