Buy a Ready-Made EMI in the Czech Republic

The European Union market is open to companies holding the appropriate license. However, waiting for it for years is not always convenient, especially if the business needs to be launched now. An alternative is to buy a ready-made EMI in the Czech Republic. In this case, the buyer receives an already authorized structure with a history and an operating compliance system.

The team of lawyers at AA Lawrange provides turnkey support for such transactions. We start cooperation with an initial consultation and handle the project through to approval of the change of control by the Czech National Bank.

What an EMI in the Czech Republic Is

An EMI (Electronic Money Institution) is a regulated financial institution operating under the EMD2 and PSD2 directives. The license is issued by the Czech National Bank (Česká národní banka, ČNB).

The operations of such a company are based on several key areas:

• issuance of electronic money (digital wallets, prepaid cards, balances);
• a full range of payment services: transfers, card transactions, SEPA payments;
• protection of client funds by placing them in segregated accounts;
• provision of limited credit products to clients – overdrafts and installment plans (under certain conditions).

A ready-made company with an EMI license in the Czech Republic operates as a non-bank financial institution and is under the constant supervision of the regulator – ČNB.

Advantages of the Czech Jurisdiction for an EMI

The Czech Republic is considered one of the most pragmatic regulatory regimes in the EU for payment companies. This is why more and more companies are choosing it as a jurisdiction for establishing an EMI. The main advantages of the jurisdiction include:

• EU passporting. The license gives the right to operate in all EU and EEA countries without additional permits. This provides access to a market of more than 450 million consumers.
• Transparent licensing procedure. ČNB publishes the list of documents and application requirements in advance and provides comments during the review process.
• Moderate costs. The cost of launching and maintaining an EMI in the Czech Republic is significantly lower than in Western Europe, while maintaining the same level of regulatory confidence.
• Developed banking infrastructure. Czech banks are familiar with the needs of EMIs and support integration with SEPA (Single Euro Payments Area) and TARGET2 (the European euro settlement system).

Available options on the market include both ready-made companies with an EMI license and structures in the form of Small-Scale EMI (SEMI). The latter option has turnover limitations and does not provide passporting rights.

Ready-Made EMI in the Czech Republic or Obtaining a ČNB License from Scratch

By purchasing an EMI offered for sale in the Czech Republic, an entrepreneur can start providing financial services within the EU without waiting for a license. However, this option has its limitations. Let us compare it with obtaining a ČNB license from scratch.

If it is necessary to start operations quickly, a ready-made structure is suitable. If it is more important to build a company according to your own requirements, it is worth considering the option of obtaining an EMI financial license from scratch.

What the Buyer of a Ready-Made EMI in the Czech Republic Receives

By deciding to buy a ready-made EMI company in the Czech Republic, the client acquires, in addition to the license itself, all the associated infrastructure. As a result of the transaction, the following are transferred to the buyer:

• a 100% interest in a Czech company (s.r.o.) with a corporate history;
• a valid EMI license issued by ČNB with a confirmed scope of permitted services;
• an established system for protecting client funds (segregated accounts and reconciliation procedures);
• an operating AML/CFT framework (policies, KYC procedures, transaction monitoring);
• a corporate structure with appointed directors, an MLRO, and an AML officer;
• existing banking agreements (if available), with the possibility of maintaining them.

If purchasing a ready-made EMI is not yet part of your plans, you can start with a simpler step. Company registration in the Czech Republic can become the foundation for a future licensed structure.

Requirements for a New EMI Owner in the Czech Republic

Buying an EMI in the Czech Republic does not mean an automatic transfer of the license. The new owner must obtain approval from ČNB when acquiring 10% or more of the capital or voting rights. For this purpose, the regulator assesses a number of criteria:

• Transparent ownership structure. The ownership chain is clear, and the ultimate beneficial owners (UBOs) are disclosed. It is determined whether the ownership structure is routed through offshore jurisdictions.
• Confirmation of the source of funds. This concerns not only the payment for the transaction but also the funds that will be used to maintain the EMI’s capital after the acquisition.
• Compliance of management with Fit & Proper requirements. Directors and key managers undergo checks of their business reputation and qualifications. The regulator examines their experience in the financial sector and verifies the absence of problems with the law and supervisory authorities.
• Financial stability. ČNB assesses the buyer’s ability to maintain capital and ensure the continued operation of the EMI if the company faces losses or an increase in operating expenses.
• Understanding of AML obligations. The buyer must demonstrate readiness to comply with ČNB requirements and Czech AML legislation (in particular, Act No. 253/2008 on measures against the legalization of proceeds of crime).
• Availability of a business plan for the first 3 years. The regulator must see how the company will operate under the new owner. The plan must reflect realistic economic calculations, a description of services, the target audience, and sources of income.

If ČNB refuses to grant approval, the transaction will not take place. Therefore, the sale and purchase agreement should be concluded subject to the condition precedent of obtaining the regulator’s approval.

How the Purchase of a Ready-Made EMI in the Czech Republic Takes Place

The acquisition of an EMI company in the Czech Republic is a structured process with mandatory approval at each stage. With the support of lawyers, this process can be completed faster.

Selecting an EMI According to the Buyer’s Business Model

The list of services that the buyer plans to provide is determined (issuance of electronic money, SEPA payments, opening wallets, account servicing, etc.). Based on this, a list of EMI companies offered for sale in the Czech Republic is compiled.

Checking the License and Company Status

The scope of authorization is checked: which specific services are permitted, whether there are any restrictions, and whether the license is valid. Correspondence with ČNB, reporting history, and outstanding supervisory matters are analyzed separately.

Due Diligence and Assessment of Transaction Risks

As part of a comprehensive Due diligence review, the company’s capital and its adequacy, the procedures for protecting client funds, existing AML documentation and procedures, debts, tax obligations, possible legal disputes, and claims from the regulator are examined.

Key banking and commercial agreements are also reviewed. They may contain change-of-control provisions that could affect relationships with the bank or partners after the sale.

Approval of the Acquisition of Control by ČNB

A share purchase agreement (SPA) with a condition precedent is signed. This means that the transaction will close only after approval by ČNB. The buyer submits information about the beneficial owners and directors, and the regulator assesses compliance with the requirements and makes a decision.

Closing the Transaction and Transfer of the Company

After approval, the changes are entered into the Czech Commercial Register (Obchodní rejstřík). The compliance documentation is updated, and new key employees are appointed.

The buyer receives a company with a license and must implement the approved business model (update internal rules, agreements with outsourcers, and the risk management system).

Cost and Timeline for Purchasing a Ready-Made EMI in the Czech Republic

The price is affected by the type of license (full EMI or limited), the scope of permitted services, the availability of active bank accounts, the quality of AML documentation, and the compliance history. Each asset is assessed individually.

The timeframe for purchasing an EMI company in the Czech Republic is also variable. The selection of an asset, conducting Due diligence, preparing documents, and obtaining approval from ČNB take different amounts of time depending on the complexity of the transaction.

Advantages of Purchasing an EMI in the Czech Republic Through Lawrange

The acquisition of an EMI in the Czech Republic involves checks, approvals, and specific aspects of working with the local Czech National Bank. A mistake at any stage can delay the transaction or result in a refusal. We handle such transactions on a turnkey basis:

• we select a structure taking into account your business model, planned services, and operating geography;
• we check the regulatory status, capital, AML documentation, and hidden liabilities;
• we prepare the package for the change of control and communicate with the regulator (ČNB) on your behalf;
• we handle the transaction: draft the agreement, arrange the transfer of shares, and make changes to the register;
• we remain available after the purchase – we assist with reporting and adapting the license to new requirements.

Are you interested in an EMI company offered for sale in the Czech Republic? Then schedule a consultation with Lawrange lawyers at a convenient time. We will explain how the transaction works and provide guidance on the budget and timeline.

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