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Updated: June 2026

Case study · Malta · Tax

How a founder sold a SaaS company for 3 millioneuros with zero tax through Malta's GRP

For a founder, selling a company is the moment they have worked towards for years. And it is precisely at this moment that capital gains tax can take away a third of the result. Danil received an offer from an American fund to acquire his SaaS platform for 3 million euros - and faced a choice: pay up to 30% in tax or proactively establish a tax status under which the transaction would proceed with zero tax in Europe. We explain how Malta's GRP status allowed him to close the exit and preserve over 700,000 euros - legally.

Dmitry NagyDmitry NagyInternational Tax Consultant, BRIDGESReading time12 min readVerificationReviewed by an expert

This case is based on a real matter. The name and certain identifying details have been changed to protect confidentiality.

BRIDGES client story - How a founder sold a SaaS company for 3 million euros with zero tax through Malta's GRP
Contents

Case at a glance

Situation, solution and outcome in seven lines

Client
Danil, 34 years old, founder of a SaaS company
From
Relocation from CIS countries
Programme
Malta, Global Residence Programme
Transaction
Sale of SaaS platform for 3 million euros
Risk
Capital gains tax up to 30%
Solution
GRP, non-dom: foreign capital gains are not taxed
Result
Transaction closed, savings exceeding 700,000 euros

Client story

Client's story

Where they started

Danil is one of those founders who built a product from scratch. Several years ago, he launched a SaaS platform for business process automation, investing everything into it - time, effort, and personal savings. The platform grew, attracted clients worldwide, and at some point came to the attention of a major American industry-focused fund.

Why the standard route did not work

The offer came with concrete terms: acquisition of the company for 3 million euros. For Danil, this was the exit he had been working towards - a reward for years of risk and effort. But along with the joy came a cold calculation: under his then-current tax residency status, capital gains from the sale of shares were taxed at a rate up to 30%. On paper, the 3 million euro transaction translated into a substantially smaller amount to take home.

What BRIDGES had to solve

The most frustrating part was that the tax depended not on the transaction itself, but on which jurisdiction Danil was a tax resident of at the moment of closing. The same 3 million in one jurisdiction would be taxed at 30%, while in another it would not be taxed at all. The difference was measured in hundreds of thousands of euros and depended on a proactive decision made in advance.

Why a standard answer would not do

Time was short: the fund wanted to close the deal within a reasonable timeframe, and tax status cannot be backdated - residency must be genuine and documented by the time of closing. Danil approached BRIDGES, understanding that the speed and accuracy of preparation would determine how much he would actually receive from selling his life's work.

I spent several years building this product, and at the moment of sale I suddenly realized I could lose almost a third simply because of where I was registered for tax purposes. It was unsettling. BRIDGES laid everything out clearly and managed to establish the status before closing the deal - in the end, I received what I had earned.

Danil, 34 · Danil, founder of a SaaS companyThe name and certain identifying details have been changed to protect confidentiality.

What was at stake

What was at stake

Capital gains tax on the sale of a business is among the most burdensome: it strikes once, but on a large sum, and is determined by the seller's tax residency at the time of the transaction. There is no way to correct this retroactively - the status must exist in advance.

Capital gains tax up to 30% on the transaction amount of 3 million euros;

  1. 01Loss of over 700,000 euros from the result of years of work;
  2. 02Inability to rectify the situation after closing the deal - the status is needed in advance;
  3. 03Risk that a hastily structured arrangement would not withstand scrutiny and would result in additional tax assessments;
  4. 04Time pressure from the fund, leaving no room for errors.

The logic of the solution

How the matter progressed: from checks to result

The chart is built from the facts of this matter and shows the logic of the work without decorative or unverified data.

  1. 01
    Stage 1

    We assessed the SaaS company ownership structure and confirmed that the sale qualifies as foreign capital gains under Maltese law.

  2. 02
    Stage 2

    Within tight deadlines, we formalized GRP status: qualified residence, insurance, resource verification, fit and proper review.

  3. 03
    Stage 3

    We established non-domiciled status, granting exemption for foreign capital gains from Maltese tax.

  4. 04
    Stage 4

    We built genuine ties to Malta and compliance with the 183-day rule to ensure the previous jurisdiction could not claim tax residence at the transaction date.

  5. 05
    Stage 5

    We coordinated the transaction closing timing with the fund to occur after Maltese tax residence became active and verified.

Takeaway. Daniil received nearly the full transaction amount while maintaining a completely transparent tax position: the result is backed by genuine status, documentation, and Maltese law provisions, not an aggressive scheme. This matters—such an exit leaves no loose ends that could surface years later.

How We Solved the Challenge

How We Solved the Challenge

The work was split into verifiable stages so that every conclusion rested on documents.

  1. 01

    Stage 1

    We assessed the SaaS company ownership structure and confirmed that the sale qualifies as foreign capital gains under Maltese law.

  2. 02

    Stage 2

    Within tight deadlines, we formalized GRP status: qualified residence, insurance, resource verification, fit and proper review.

  3. 03

    Stage 3

    We established non-domiciled status, granting exemption for foreign capital gains from Maltese tax.

  4. 04

    Stage 4

    We built genuine ties to Malta and compliance with the 183-day rule to ensure the previous jurisdiction could not claim tax residence at the transaction date.

  5. 05

    Stage 5

    We coordinated the transaction closing timing with the fund to occur after Maltese tax residence became active and verified.

  6. 06

    Stage 6

    We prepared comprehensive documentation regarding the transaction and status in preparation for any future audit by either party.

Expert comment

Exit is the moment where tax planning is worth the most: mistakes are measured not in salary percentages, but in hundreds of thousands per transaction. Malta is one of the few European jurisdictions where foreign capital gains for non-doms are not taxed at all. But timing is critical: the status must be genuine before closing; nothing can be structured retroactively. With Daniil, we won the race against the clock—and he received his 3 million with virtually no losses, entirely lawfully.

Dmitry Nagy, International Tax Consultant, BRIDGESDmitry NagyInternational Tax Consultant, BRIDGES

Outcome

What the client received

Metric
Previous Residence · Malta GRP
Tax on Foreign Capital Gains
up to 30% · 0%
Transaction Amount
3 million euros · 3 million euros
Tax Loss
over 700,000 euros · approximately zero
Tax Position
vulnerable · transparent, verified
Tax Position
vulnerable · transparent, verified

The transaction closed after Daniil's Malta tax residence became active and verified. Foreign capital gains from the SaaS platform sale were not subject to Maltese tax—savings exceeded 700,000 euros compared to his previous residence status.

Practical takeaway

What matters in a similar situation

  • Daniil received nearly the full transaction amount while maintaining a completely transparent tax position: the result is backed by genuine status, documentation, and Maltese law provisions, not an aggressive scheme. This matters—such an exit leaves no loose ends that could surface years later.
  • This case is an instructive lesson for founders: tax status for exit must be built in advance, not at transaction time. The difference between the "wrong" and "correct" residence on a major sale is measured in amounts worth planning several steps ahead.

FAQ

Questions people ask in a similar situation

01Why may capital gains in Malta not be taxed?

Malta does not tax foreign capital gains for GRP holders with non-domiciled status, even if funds are brought to the island. Sale of shares in a foreign company qualifies as foreign capital gains.

02Can status be formalized after the sale?

No. Tax is determined by residence status at transaction closing, so the status must be genuine and pre-established. It cannot be structured retroactively.

03Is this lawful?

Yes. Foreign capital gains exemption is a direct provision of the Maltese non-dom regime, not a scheme. What matters is the genuineness of the status and correct qualification of the transaction.

04How much time is needed to establish status?

GRP status is formalized within reasonable timeframes, but preparation for a sale must begin in advance. We will coordinate transaction timing so that tax residence is active by closing.

05Does this apply to the sale of any business?

The mechanism works for foreign capital gains. We verify applicability to your specific ownership structure and transaction individually before preparation begins.

06Planning a business sale and don't want to give a third away in taxes?

We will evaluate your transaction, establish Malta GRP status in advance with foreign capital gains exemption, and align the timing so your exit occurs with zero tax liability.

About the author

Dmitry Nagy

Author: Dmitry Nagy

International Tax Consultant, BRIDGES

I lead the international tax practice at BRIDGES and work at the intersection of tax residence, cross-border reporting and banking compliance. I assess how citizenship, residence, relocation or a new ownership structure may affect the client's tax obligations, banking profile and capital.

My work covers tax residence, CRS and FATCA requirements, source of funds and the questions a bank may raise. These elements should be considered together, because inconsistencies between documents, declarations and the underlying circumstances can create risks after a status has been obtained or an account has been opened.

During the consultation, you will receive an assessment of the tax and banking implications of the proposed decision. Where further work is required, I determine the financial documentation and personally oversee the tax and compliance aspects of the BRIDGES project.

Prepared on the basis of BRIDGES practice and reviewed by a subject-matter expert.

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Dmitry NagyInternational Tax Consultant, BRIDGES
Dmitry Nagy, International Tax Consultant, BRIDGES

Names and certain details have been changed to protect client confidentiality. The result described reflects one specific situation and is neither a public offer nor a guarantee of a similar outcome. Programme terms are stated as of 2026 and may change - please confirm current parameters with a BRIDGES consultant.