WH Partners’ Feedback on MFSA’s Draft Rules for Notified Aircraft Financial Leasing Companies
WH Partners has taken the opportunity to submit formal feedback to the Malta Financial Services Authority (“MFSA“) on its consultation document (Ref. 04-2026, dated 24 July 2026) proposing new Rules for Notified Aircraft Financial Leasing Companies and Related Due Diligence Service Providers (“Draft Rulebook”).
This development represents a crucial milestone and a positive step towards enhancing Malta’s competitiveness vis-à-vis established aviation finance centres, such as Ireland.
Eligibility Threshold
WH Partners sought to ensure that the framework reflects the manner in which aircraft finance transactions are typically structured and completed. In particular, we requested clarification from the MFSA on whether the €100 million eligibility threshold is to be assessed on a gross asset basis rather than on the basis of net financing, given the highly leveraged nature of aircraft acquisitions.
We also suggested introducing a degree of flexibility at the notification stage, particularly in circumstances where the eligibility threshold cannot yet be demonstrated because the underlying acquisition of the relevant asset has not been formally completed. Our proposal was intended to reflect the commercial sequencing of aircraft finance transactions and to encourage high-value business, without undermining the regulatory objective behind the threshold requirement.
The submission also addressed the treatment of financing and security arrangements. Aircraft finance structures frequently involve third-party lenders and security over shares and assets. We submitted that clear guidance on the treatment of such arrangements, and on how they interact with the “wholly owned and controlled” requirement applicable to cells and subsidiaries under the proposed framework, would provide greater certainty to prospective applicants, investors and finance providers.
Scope and Interaction With Other Licences
We sought clarification on how the restriction concerning entities already holding another authorisation granted by the MFSA would apply in the context of larger corporate groups. In particular, we asked whether the restriction would apply solely to the notifying entity itself, or whether separate MFSA authorisations held by other entities within the same group would also affect its eligibility.
AML Obligations
The feedback also addressed the proportionality of governance, compliance and due diligence arrangements across structures involving multiple cells or special purpose vehicles. Building on the flexibility afforded under the Draft Rulebook for the appointment of the MLRO at either cell or parent company level, we sought clarity on whether a similar approach would apply to the appointment of the DDSP.
Removal from the List and Restructurings
Another area considered was the process applicable when a listed company ceases to meet the eligibility requirements under the Draft Rulebook. We suggested allowing some leeway to accommodate legitimate restructurings, while maintaining regulatory oversight and keeping the MFSA informed. This helps avoid a potentially complex and lengthy removal and a re-notification process, particularly where the transaction involves transferring or unwinding aircraft security arrangements, such as IDERAs.
Looking Ahead
Our feedback reflects the broader aim of contributing legal, commercial and operational insights to the development of the proposed framework. Open dialogue and due consideration of stakeholder feedback are instrumental in developing a framework that is both robust and commercially workable. We look forward to the outcome of the MFSA’s consultation, and WH Partners remains committed to supporting the continued development of Malta’s aviation finance framework.
