The Polish electronic money market is one of the most attractive in the European Union. The local regulator operates according to clear procedures, while the jurisdiction itself provides access to the single European financial space. Fintech startups, payment aggregators, and crypto projects are increasingly considering buying a ready-made EMI in Poland instead of going through the lengthy procedure of obtaining their own license.
Lawrange accompanies such transactions. Our clients receive an operating structure with a history, banking relationships, and confirmed status.
What Is an EMI License in Poland
EMI (Electronic Money Institution) is a status that allows a company to operate in the field of electronic money and payment services in accordance with the requirements of EU legislation. The authorization is issued by the Polish financial regulator KNF (Komisja Nadzoru Finansowego) after reviewing the business model, capital, and reputation of the applicant.
An EMI is not a bank and does not obtain the right to attract deposits or issue loans solely on the basis of this status. At the same time, regulation remains strict, as the institution is required to:
- comply with AML/KYC rules;
- ensure proper internal control;
- maintain records and storage of transaction data;
- comply with reporting requirements to the supervisory authority.
Understanding these specifics is especially important for those planning to buy an EMI in Poland rather than undergo the licensing process themselves.
Why Choose Poland for an EMI
The country combines a relatively low entry threshold with full-fledged status within the EU jurisdiction. Practical advantages include:
- The possibility of passporting services to all EU countries.
- Transparent and predictable practice of the supervisory authority.
- Developed banking and payment infrastructure, facilitating integration with international payment systems.
- Moderate company maintenance costs compared, for example, with Lithuania or Malta.
A reasonable alternative to the licensing procedure is ready-made companies with an EMI license. These are structures that have already passed the regulator’s review and are ready to be transferred to a new owner.
Ready-Made EMI in Poland or Obtaining a License from Scratch
Whether to buy a ready-made EMI company in Poland or submit an application to the KNF depends on the timeframe, budget, and ability to engage in a lengthy interaction with the regulator.
| Criterion | Ready-Made EMI Company | License from Scratch |
| Timeframe | Several months for approval of the transaction with the KNF | Up to a year for application review |
| Initial Budget | Company cost + due diligence | Capital + legal support for the application |
| Risks | Require a thorough review of the company’s history | Depend on the completeness and quality of the submitted documents |
| Reputation | Already confirmed by the regulator | Built from scratch |
| Banking Relationships | Often already established | Built from scratch |
| Control over the Structure | Limited by the terms of the transaction | Full from the outset |
If the priority is speed of market entry, purchasing a ready-made structure appears more logical. If full control over the company’s legal history and the absence of inherited obligations are important, it is worth considering obtaining a payment license in Poland – EMI, API, SPI from the outset.
What Is Included in a Ready-Made EMI Company in Poland
A ready-made company with an EMI license in Poland is a comprehensive corporate package. Depending on the specific offer, it may include:
- a legal entity registered in Poland;
- a valid EMI authorization for the approved types of services;
- corporate documents and articles of association;
- a registered legal address;
- a bank account, if included in the transaction;
- operational infrastructure and staff (in certain cases).
If the company is acquired without a ready-made legal entity or additional registration of supporting structures is required, Lawrange lawyers help open a company in Poland alongside the transaction.
List of Services Available with an EMI License in Poland
Not every EMI company for sale in Poland is suitable for the needs of a particular business. EMI status opens up a fairly wide range of operations:
- issuance and servicing of electronic money;
- opening and maintenance of payment accounts for clients;
- processing of transfers and settlements within the EU;
- issuance of payment cards linked to electronic wallets;
- acceptance of payments from third parties in favor of recipients;
- currency exchange, if it is ancillary to the main payment service.
The specific list depends on which types of activities were approved by the regulator during the initial licensing process.
Requirements for the Buyer of a Ready-Made EMI Company in Poland
The KNF assesses not only the company itself but also the new owner. Therefore, before buying an EMI company in Poland, it is advisable to prepare the necessary supporting documents in advance. The buyer must confirm:
- the absence of criminal convictions and administrative sanctions related to the financial sector;
- the source of funds for the transaction;
- good business reputation and experience in the payment or related industries;
- sufficient financial standing to maintain the company’s required capital;
- readiness to appoint management that meets the regulator’s requirements regarding professional qualifications and business reputation.
If there are non-residents among the new shareholders or beneficial owners, the KNF will require additional documents confirming their status and business history.
Procedure for Purchasing a Ready-Made Company with an EMI License in Poland
The client receives not simply a Polish company, but a regulated business with existing obligations towards the supervisory authority and counterparties. Therefore, the transfer to a new owner requires coordinated actions on the part of the buyer, seller, and regulator.
Selecting a Suitable EMI Company
At the outset, Lawrange lawyers select a structure based on the client’s business model (the volume of planned operations, target markets, and the list of services already approved). Since not every EMI for sale in Poland is suitable for a specific business model, at this stage it is important to exclude in advance companies with restrictions that do not correspond to the buyer’s objectives.
Comprehensive Due Diligence of the EMI Company
Due diligence is conducted in several key areas and covers:
- financial statements;
- corporate history;
- existing agreements with banks and payment providers;
- compliance with AML/KYC requirements during previous periods of operation.
It is also separately checked whether the company has received any orders or sanctions from the regulator.
Approval of the Change of Ownership by the KNF
A change of ownership of an EMI company requires the regulator’s approval. The KNF reviews the new shareholder and, if necessary, the new management. At this stage, a package of documents concerning the buyer’s identity, source of funds, and plans for the company’s development is submitted.
Completion of the Transaction and Transfer of Management
After approval is obtained, the transfer of shares is formalized, corporate registers are updated, and new management is appointed. If necessary, internal documentation is updated (AML/KYC policies, internal regulations, agreements with counterparties).
Activation of EU Passporting After the Purchase
After completion of the transaction, the status of passporting notifications required to provide services in other EU countries without obtaining a separate license in each of them is checked.
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The compliance of the declared services with the new owner’s plans is also assessed. This is especially important if the company will continue working with clients or partners outside Poland or plans to expand into other EU markets.
Price and Timeframe for Purchasing a Ready-Made EMI in Poland
For everyone who needs a ready-made EMI company in Poland as a way to enter the market quickly, Lawrange lawyers provide an exact calculation of the cost and timeline after clarifying the parameters of the specific transaction.
The price consists of several components:
- the cost of the company itself (depending on the scope of approved services, banking relationships, and the “cleanliness” of its history);
- costs of due diligence and legal support;
- fees related to the approval of the change of ownership by the KNF.
The timeframe is usually several months. Most of the time is spent reviewing the buyer’s suitability and obtaining the KNF’s approval of the transaction.
Why Choose Lawrange for Purchasing an EMI in Poland
The Lawrange team has been supporting transactions in the field of financial regulation for more than ten years and works with payment licenses in various EU jurisdictions. This makes it possible to:
- Screen out companies with legal or reputational risks in advance.
- Conduct negotiations with the seller and regulator in Polish and English without losing important details.
- Prepare a complete package of documents for the KNF, taking into account the current practice of the supervisory authority.
- Support the client after the transaction – from setting up internal procedures to activating passporting.
This approach reduces the likelihood of delays and refusals at the stage of approving the change of ownership.
FAQ
How can I verify the validity of an EMI license before the purchase?
If you are planning to buy a company with an EMI license in Poland, the company’s status can be verified in the public KNF register. It lists valid licenses of payment institutions and the services approved for them. In addition, lawyers request official confirmations and the history of correspondence with the regulator from the seller.
Is it possible to change the types of payment services after purchasing an EMI?
Yes, the list of services can be expanded or adjusted after the transaction. To do this, the relevant notification or application should be submitted to the KNF. Changes to the scope of services are considered separately from the ownership change procedure.
What is the minimum capital required for an EMI company in Poland?
The regulator establishes a fixed initial capital threshold for electronic money institutions. It is the same for all EU countries under the EMD2 Directive. The exact amount and procedure for confirming it should be clarified during the consultation stage, as the requirements may be adjusted by the regulator.
What risks should be considered when purchasing a ready-made EMI?
The main risks are associated with hidden liabilities of the company, insufficient compliance with AML/KYC procedures in the past, as well as the possible refusal of the KNF to approve the new owner. This is precisely why comprehensive due diligence before the transaction is a mandatory stage, rather than a formality.
Can a non-resident be appointed as a director of an EMI company in Poland?
Yes, the legislation does not restrict the nationality of the director. However, the candidate must meet the criteria of business reputation and professional experience assessed by the KNF. Non-residents will additionally need to confirm the absence of sanctions and criminal convictions in their country of residence.
