Launching your own payment business from scratch often requires 12 to 24 months of active work, significant budgets, and complex approvals with financial regulators. In such a situation, the opportunity to buy a ready-made EMI in the EU becomes an optimal solution for quickly entering the international market. This makes it possible to reduce time costs and focus on business development.
Assess all aspects, nuances, and legal intricacies of a transaction involving the acquisition of an electronic money institution in European jurisdictions in advance.
Why Buy a Ready-Made EMI in Europe
The main advantage is the speed of entering the market. Obtaining a new licence through a national regulator requires a lengthy waiting period, submission of numerous documents, development of internal regulations, and several rounds of inspections. When you choose ready-made companies with an EMI licence, you acquire already established legal entities.
Other advantages:
- Ready-made infrastructure. Open accounts, software solutions configured for AML/KYC checks, and contracts concluded with counterparties.
- Greater trust from clients and partners. A track record and previously obtained authorisations contribute to building partnerships with banks from different countries and payment systems more quickly.
- Established staff. The company is often sold together with a local director or compliance officer, which simplifies compliance with regulatory requirements.
Buying a ready-made EMI can significantly simplify market entry and create more favourable conditions for further scaling of a financial business internationally.
EMI Passporting in the EU
Passporting is a legal mechanism that allows a company authorised in one EU Member State to provide its services and open branches in all other countries of the European Union without the need to obtain separate local licences.
Passporting is carried out on the basis of pan-European legislation (in particular, PSD2). A ready-made EMI in the EU gives you access to a market with more than 400 million potential customers. The process of expanding activities to other states involves formally notifying the local regulator through the regulatory authority of the country of initial registration.
Thanks to this mechanism, payment transactions, card transaction processing, and servicing counterparties can be carried out throughout the euro area.
Top EU Jurisdictions for a Ready-Made EMI Company
The choice depends on the specifics of your business, target audience, and budget. European countries offer different conditions regarding taxation, regulatory strictness, and local presence (substance) requirements.
Lithuania
Lithuania has a flexible policy of the Central Bank and a favourable regulatory environment. The full range of services covering obtaining an EMI licence in Lithuania is always in high demand among international investors.
Advantages of Lithuanian institutions:
- Direct access to the Central Bank’s CENTROlink payment system, which makes it possible to make payments in euros and access SEPA.
- A clear and fast procedure for approving changes in the shareholder structure.
- Explanations and consultations from the regulator in English.
Lithuanian fintech structures remain an optimal balance between reputation and convenience of conducting operational activities.
Ireland
Ireland is a prestigious English-speaking jurisdiction that attracts the world’s largest technology corporations. The service of obtaining a payment licence in Ireland is suitable for large-scale projects focused on the highest level of trust from partners and Tier 1 banks.
Key features of the Irish jurisdiction:
- An impeccable reputation and strict supervision by the Central Bank of Ireland.
- Access to qualified professionals in the finance and IT sectors.
- A high level of investment protection and stable legislation.
Purchasing an Irish company requires substantial resources, but provides undeniable advantages when working with global counterparties.
Poland
The Republic of Poland is actively developing its fintech sector, offering clear requirements and a transparent supervisory process. If you are interested in obtaining a payment licence in Poland, it is worth considering that the country provides the status of a Small Payment Institution (MIP) or a National Payment Institution (KIP).
Key features:
- Relatively low operating costs for maintaining an office and staff.
- A large domestic market and a developed banking sector.
- Quick adaptation for entrepreneurs from Eastern European countries.
The Polish jurisdiction is becoming a convenient platform for deploying payment services with access to the regional market.
Estonia
The country is known for its digital infrastructure and e-Residency programme. Financial structures stand out for their high level of automation and convenient remote management.
Estonia offers a zero tax rate on undistributed profits, making it a good option for reinvesting income in IT development, improving AML/KYC systems, or marketing.
Czech Republic
The Republic attracts investors with moderate regulatory requirements and a favourable geographical location. Czech payment institutions make it possible to work effectively with clients from both Central and Eastern Europe while ensuring a high level of reliability in business operations.
What Is Included in a Ready-Made EMI Company in the EU
A ready-made EMI company in the EU is an integrated legal and asset complex. Its components include:
| Component | Contents |
| Corporate structure | Legal entity, registered capital |
| Licensing status | Valid authorised EMI licence |
| Financial infrastructure | IBAN, SEPA, correspondent accounts |
| Technical infrastructure | Processing centre, compliance and AML software, core banking system |
| Staff and procedures | Existing personnel, regulations, developments |
If you are planning to buy an EMI in Europe, it is important to check in advance exactly what is included in the company and what opportunities the new owner obtains.
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Legal Entity in an EU Country
An established company with registered share capital, a registered office, confirmed tax status, and a complete set of incorporation documents.
Valid EMI Authorisation
Official authorisation issued by the national regulator (the Central Bank of the respective country), granting the right to conduct financial activities.
Permitted Payment Services
The right to provide a wide range of services: transfer funds, work with payment cards, implement acquiring services, issue electronic money, and so on.
Right to Issue Electronic Money
A special option that distinguishes an EMI from ordinary payment institutions (PIs). It allows the institution to issue electronic money and safeguard client funds in accordance with legal requirements.
Rights to Provide Services Within the EU
The ability to use the passporting procedure to legally provide payment services in EU Member States and, subject to the relevant conditions, in other EEA countries.
Banking and Payment Accounts
Opened segregated accounts for safeguarding client funds with reliable banks, as well as operational accounts for the company’s own needs.
IBAN, SEPA and Other Payment Infrastructure
Connection to European payment systems, the ability to generate unique IBAN numbers for clients, process transactions through SEPA, SEPA Instant, and SWIFT.
AML/KYC and Compliance Infrastructure
An established internal anti-money laundering policy, ready-made rules, developed customer identification procedures, as well as integrated software for transaction monitoring.
Acquiring such a system makes it possible to avoid technical delays and launch operations within the shortest possible timeframe.
Requirements for a Buyer of a Ready-Made EMI in the EU
Any company with an EMI licence in Europe (EU) is subject to strict supervision, and a change in the owner of a qualifying holding requires approval from the relevant authority.
The following requirements apply to a potential buyer:
- Impeccable business reputation. No criminal convictions, pending criminal proceedings, bankruptcies, or negative history in the financial and banking sector.
- Transparency of the source of funds. The buyer must provide comprehensive evidence of the legality of the capital used for the purchase (tax returns, dividends, sale of assets, etc.).
- Experience in the financial sector. Beneficial owners and new top managers must meet the requirements established by the regulator regarding qualifications, education, and professional experience.
- Financial stability. The investor must confirm that they have sufficient resources to cover the company’s ongoing expenses and are prepared to provide additional funding if required by regulations.
Without a properly prepared dossier on the ultimate beneficial owner, it is impossible to expect a positive outcome – this is what determines the result of the entire procedure.
Process of Buying a Ready-Made EMI Company in the EU
The transfer of a financial institution to new owners is a multi-level procedure.
Stages:
- Searching for and reviewing options. Among the available options, those that meet the investor’s objectives are selected, after which the scope of rights under the existing authorisations is analysed in detail. It is also possible to evaluate offers of EMIs for sale in Europe and compare them by jurisdiction, licensing status, and available infrastructure.
- Signing an NDA and disclosure of information. Confidentiality documents are executed in order to obtain the company’s complete dossier and internal documents.
- Due Diligence. Lawyers check whether the company has any hidden debts, litigation, or unresolved issues with regulatory authorities.
- Execution of a Preliminary Agreement (SPA). The parties agree on the price, set out their mutual obligations, and place the funds in escrow accounts.
- Application to the Regulator. Documents concerning the future owners and top managers are submitted to the regulator for approval of the acquisition or change of a qualifying holding.
- Waiting for the Decision. The regulator reviews the submitted information and makes a decision on whether the new owners meet the established requirements.
- Closing the Transaction. Final payments are made, the shares are transferred, information in state registers is updated, and access to corporate systems is changed.
Strict compliance with each of these steps ensures the legitimacy of the transfer of ownership rights and the continued validity of the authorisations.
Risks of Buying a Ready-Made EMI and How to Minimise Them
The intention to buy a company with an EMI licence in the EU is associated with certain nuances that must be taken into account at the negotiation stage.
The main risks include:
- Hidden debts and liabilities. The existence of undocumented loans, debts to counterparties, or potential lawsuits.
- A negative history of relations with the regulator. Unfulfilled orders, fines, or investigations that may affect the company’s future regulatory status.
- Problems with correspondent banks. The risk of losing segregated or operational accounts after a change of ownership.
- The regulator’s refusal to approve the buyer. Time and financial costs resulting from improperly prepared documents confirming the source of capital or non-compliance with the established requirements for the buyer or future managers.
To minimise these risks, thorough Due Diligence must be conducted. Engaging independent lawyers makes it possible to identify potential problems before signing the final agreement. In addition, the use of escrow accounts helps ensure that the seller receives the funds after the conditions of the transaction agreed upon by the parties have been fulfilled, including completion of the regulatory procedures.
Why Buy a Ready-Made EMI in Europe Through Lawrange
When clients need a ready-made EMI in the EU, our specialists ensure security and transparency at every stage of the transaction.
Advantages of cooperation with AA Lawrange:
- Deep expertise in the fintech sector. Our lawyers have a strong understanding of the nuances of payment sector regulation in key European jurisdictions.
- A database of verified companies. We offer companies that have undergone an initial assessment of their legal standing and regulatory status.
- Turnkey support. From conducting an audit and preparing beneficiary documents to representing clients before regulatory authorities and setting up banking services.
- Individual selection of the structure. We help choose a jurisdiction that corresponds to your business model, budget, and timeframe.
Our experience makes it possible to avoid common mistakes and contributes to the prompt completion of the procedure for obtaining regulatory approval of a change of ownership.
FAQ
How much does a ready-made company with an EMI licence in Europe cost?
The cost varies significantly depending on the jurisdiction, existing infrastructure, open accounts, and the company’s history. If you are considering buying a ready-made company with an EMI licence in Europe, the price usually starts from several hundred thousand euros and can reach EUR 1–3 million for companies with an expanded infrastructure and active card programmes.
How Does an EMI in the EU Differ from an EMI in the UK?
The main difference lies in geographical coverage and regulation. A British institution operates under the supervision of the FCA (Financial Conduct Authority) and focuses on the UK market. A European legal entity is regulated by the relevant regulator of an EU Member State and has the ability to use passporting to provide services in other EU countries.
Can operations start immediately after signing the sale and purchase agreement?
No. A change of ownership that is subject to regulatory approval does not automatically take effect after signing the sale and purchase agreement. Until the required decision is obtained, the company generally continues to operate under the control of the existing owner and approved management in accordance with regulatory requirements.
What documents does a buyer need to pass the regulator’s review?
The basis of the application package consists of documents confirming the identity, business reputation, and financial standing of the beneficial owner. Depending on the jurisdiction, a certificate of no criminal record, a CV describing relevant experience, detailed bank statements, tax returns, audit reports, and an updated business development plan may be required.
In which EU country is it fastest to buy a ready-made EMI?
The timeframe depends more on the speed at which a particular regulator processes applications for changes of ownership than on the country itself. The duration of the procedure is also affected by the complexity of the ownership structure, the completeness of the submitted documents, and the specific circumstances of the transaction.
