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Updated: June 2026

Case study · Malta · Tax

How a SaaS Founder Sold His Company for €3 Million and Paid 0% Tax Through Malta Residency Status

Tax on business sale can often not be reduced but legally zeroed out—if the residency status and deal structure are established in advance, before signing. Maxim, a SaaS company founder, was preparing for a €3 million exit and did not want to lose a significant portion to taxes. We explain step-by-step how through Malta's Global Residence Programme and non-domiciliary remittance basis, we structured the deal so that foreign capital gains not remitted to Malta incurred no tax liability.

Dmitry NagyDmitry NagyInternational Tax Consultant, BRIDGESReading time9 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 SaaS Founder Sold His Company for €3 Million and Paid 0% Tax Through Malta Residency Status
Contents

Case at a glance

Situation, solution and outcome in seven lines

Client
Maxim, approximately 38 years old, SaaS founder, from Yekaterinburg
Event
Company sale (exit) for €3 million
Program
Malta tax resident (Global Residence Programme)
Mechanism
non-dom + remittance basis
Logic
Foreign capital gains are taxed only upon remittance to Malta
Solution
Status established in advance, deal structure, segregation of funds
Outcome
Non-remitted gains—0%, status maintained

Client story

Client's Story

Where they started

Maxim had spent several years building a SaaS product and reached the natural conclusion—selling the company for approximately €3 million. For a founder, this is the pivotal financial moment of life, and losing a significant portion to taxes would have been doubly painful.

Why the standard route did not work

The key to such transactions is not "optimization" after signing, but structure established in advance. Malta's non-dom regime on remittance basis is designed so that foreign income and capital gains are taxed only if remitted to Malta. Foreign capital gains not remitted to the island are generally not taxed at all.

What BRIDGES had to solve

This means that with a properly established residency status and deal structure, the gains from SaaS sale remaining outside Malta can be taxed at zero rate—legally, not through grey schemes. But timing is everything: status and structure must be ready before the transaction.

Why a standard answer would not do

Maxim approached BRIDGES in advance, before signing, understanding that the sequence of steps would determine whether he would pay a substantial sum or zero on non-remitted capital.

Yan set up my Maltese status in advance and structured the sale of the company. The capital gain I did not bring in was taxed at zero.

Maxim, 38 · Maxim, SaaS founderThe name and certain identifying details have been changed to protect confidentiality.

What Was at Risk

What Was at Risk

Exit taxation is resolved before the transaction, not after. The non-dom remittance basis regime gives a zero rate on non-remitted foreign capital gains, but only with status established in advance and proper structure. Delay or error in fund flows forfeits the benefit.

Losing a significant portion of the €3 million to capital gains tax

  1. 01Missing the benefit by addressing the issue only after signing the deal
  2. 02Mixing exit capital with remitted funds and forfeiting the remittance advantage
  3. 03Incorrectly registering non-dom status and losing the regime
  4. 04Violating residency requirements and putting the entire status in question

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 set the tax logic: under GRP and non-dom, foreign capital gains are taxed only upon remittance to Malta, and non-remitted foreign capital gains generally do not form a tax base - we planned the exit accordingly in advance.

  2. 02
    Stage 2

    We structured the deal so that €3 million from the SaaS sale represented a foreign source and was deposited to an account outside Malta (not remitted), separating it from funds remitted to the island.

  3. 03
    Stage 3

    We formalized and confirmed residency status and non-dom status: qualifying residence, presence requirements, absence of domicile in Malta - to ensure remittance basis applied lawfully.

  4. 04
    Stage 4

    We separated the cash flows documentarily: living expenses remitted to Malta (taxed under regime rules) and exit capital remaining outside the island (0% on non-remitted amount).

  5. 05
    Stage 5

    We prepared substantiation of the source of the €3 million - sale agreement, purchaser due diligence, bank records - for potential compliance and tax authority inquiries.

Takeaway. The result came not from "post-facto optimization" but from proper sequencing: status and structure ready before signing. Maxim preserved exit capital and obtained a legal tax residence in the EU.

How we solved the issue

How we solved the issue

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

  1. 01

    Stage 1

    We set the tax logic: under GRP and non-dom, foreign capital gains are taxed only upon remittance to Malta, and non-remitted foreign capital gains generally do not form a tax base - we planned the exit accordingly in advance.

  2. 02

    Stage 2

    We structured the deal so that €3 million from the SaaS sale represented a foreign source and was deposited to an account outside Malta (not remitted), separating it from funds remitted to the island.

  3. 03

    Stage 3

    We formalized and confirmed residency status and non-dom status: qualifying residence, presence requirements, absence of domicile in Malta - to ensure remittance basis applied lawfully.

  4. 04

    Stage 4

    We separated the cash flows documentarily: living expenses remitted to Malta (taxed under regime rules) and exit capital remaining outside the island (0% on non-remitted amount).

  5. 05

    Stage 5

    We prepared substantiation of the source of the €3 million - sale agreement, purchaser due diligence, bank records - for potential compliance and tax authority inquiries.

  6. 06

    Stage 6

    We filed the tax return correctly reflecting remittance-sourced income and non-remitted foreign gains - the exit proceeded with zero tax on non-remitted capital, status preserved.

Expert comment

Exit is the moment where tax is resolved in advance, before signing, not retroactively. My expertise is precisely at the intersection: status, taxes, deal structure. I explained to Maxim the non-dom logic: foreign capital gains are taxed only if brought into Malta; leave it outside - generally zero. We established his status, separated the cash flows, and prepared the source of the €3 million in advance. This is not a grey scheme but correct application of the regime. The cost of error here is dozens of percentage points, so it must be done timely and cleanly.

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

Outcome

What the client received

What was required
How we did it · Result
Preserve exit capital
Non-dom status before the deal · 0% on non-remitted gains
Apply remittance basis
Cash flow separation · Tax base only on remitted amounts
Close the source question
Substantiation of €3 million · Source confirmed
Preserve status
Residence compliance · Regime remains effective
Preserve status
Residence compliance · Regime remains effective

Maxim conducted an exit with zero tax on non-remitted capital: non-dom status and remittance basis were established before the deal, €3 million from the SaaS sale was structured as a foreign source outside Malta, cash flows were separated, and source of funds was prepared. Non-remitted foreign gains were lawfully not taxed.

Practical takeaway

What matters in a similar situation

  • The result came not from "post-facto optimization" but from proper sequencing: status and structure ready before signing. Maxim preserved exit capital and obtained a legal tax residence in the EU.
  • The case demonstrates that business sale tax is a matter of preparation, not luck. The non-dom regime provides a zero rate on non-remitted foreign gains if status, structure, and source of funds are established in advance and cleanly.
  • Obtaining the status before the deal and separating the flows correctly mean that capital gains not brought into the country are not taxed. We will look at your transaction.

FAQ

Questions people ask in a similar situation

01Is it true that capital gains in Malta can be 0%?

Under non-dom remittance basis, foreign capital gains not remitted to Malta are generally not taxed. This is lawful application of the regime, not a scheme. Applicability to a specific deal is determined by a tax specialist.

02When should structure be established?

Before the deal. Non-dom status, deal structure, and cash flow separation must be ready prior to exit signing - otherwise the benefit may be unavailable.

03What is taxed and what is not?

Income remitted to Malta is taxed under the applicable regime rules. Foreign capital gains left outside the island generally do not form a tax base.

04Is it necessary to confirm the source of funds?

Yes. The sales agreement, buyer's due diligence, and banking records confirm the source of EUR 3 million for compliance and tax purposes—this is part of the lawful structure.

05Does BRIDGES make the decision?

No. We establish the status and structure in accordance with the law; the tax implications in the specific jurisdiction and the applicability of the regime are confirmed by an authorized specialist and the tax authority.

06Which documents were key in this case?

We set the tax logic: under GRP and non-dom, foreign capital gains are taxed only upon remittance to Malta, and non-remitted foreign capital gains generally do not form a tax base - we planned the exit accordingly in advance. We structured the deal so that €3 million from the SaaS sale represented a foreign source and was deposited to an account outside Malta (not remitted), separating it from funds remitted to the island.

07Why did the standard route not suit the client?

The key to such transactions is not "optimization" after signing, but structure established in advance. Malta's non-dom regime on remittance basis is designed so that foreign income and capital gains are taxed only if remitted to Malta. Foreign capital gains not remitted to the island are generally not taxed at all.

08What risk had to be closed before filing?

Exit taxation is resolved before the transaction, not after. The non-dom remittance basis regime gives a zero rate on non-remitted foreign capital gains, but only with status established in advance and proper structure. Delay or error in fund flows forfeits the benefit. Losing a significant portion of the €3 million to capital gains tax

09How did BRIDGES check that the chosen solution would hold?

We prepared substantiation of the source of the €3 million - sale agreement, purchaser due diligence, bank records - for potential compliance and tax authority inquiries. We filed the tax return correctly reflecting remittance-sourced income and non-remitted foreign gains - the exit proceeded with zero tax on non-remitted capital, status preserved.

10What confirmed the result in the end?

Maxim conducted an exit with zero tax on non-remitted capital: non-dom status and remittance basis were established before the deal, €3 million from the SaaS sale was structured as a foreign source outside Malta, cash flows were separated, and source of funds was prepared. Non-remitted foreign gains were lawfully not taxed. What was required: How we did it · Result. Preserve exit capital: Non-dom status before the deal · 0% on non-remitted gains. Apply remittance basis: Cash flow separation · Tax base only on remitted amounts. Close the source question: Substantiation of €3 million · Source confirmed. Preserve status: Residence compliance · Regime remains effective. Preserve status: Residence compliance · Regime remains effective

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.