Buy a Ready-Made SPI in Europe

A ready-made SPI company in Europe is an existing legal entity established to operate in the field of payment services and already prepared to work in the regulated financial sector. This format is of interest to entrepreneurs planning to develop a payment business, fintech services, or projects related to electronic payments.

The main advantage of a ready-made SPI is the reduction in the number of organizational tasks at the initial stage. The benefits are obvious: you can move on to implementing a business project faster and initially choose a suitable corporate structure tailored to your specific commercial objectives.

At the same time, purchasing a ready-made SPI in Europe requires a careful approach and professional legal support.

Legal Status of an SPI in Europe

SPI (Small Payment Institution) is a special category of payment service provider provided for under European regulation. This status was developed as a simplified regime for fintech startups and small payment businesses.

Obtaining an SPI License allows companies to legally process payments without having to meet the strict requirements imposed on full-fledged payment institutions (APIs) or electronic money institutions (EMIs).

The legal basis for an SPI is established by EU Directive 2015/2366 (PSD2) – it sets out common rules for payment services within the European Union. However, the specific conditions for a company’s activities are also determined by the legislation of the country in which it is registered.

Features of Purchasing a Ready-Made SPI Company

Buying a ready-made SPI company in Europe is quite different from establishing a payment business from scratch. The main features of this format are:

• Ready-made legal entity. The company is already registered and has an established corporate structure that can be used to implement a payment project.
• Payment specialization. An SPI is intended to provide payment services, so the acquired structure is initially focused on financial and fintech business.
• Existing status. The company already has a certain status within the national regulatory system. This fundamentally distinguishes it from a newly established legal entity.
• Corporate succession. After the change of ownership, the legal entity continues to exist as the same company, retaining its corporate history.

A ready-made SPI in Europe can become a reliable foundation for your business. The key is to comply with the regulator’s rules and take every stage of the transaction seriously.

Requirements for a Buyer of a Ready-Made SPI in the EU

A ready-made SPI may be purchased by an individual or a legal entity. However, when acquiring a significant ownership interest, the regulator assesses the potential impact of the new owner on the activities of the payment institution. Particular attention is paid to:

• Business reputation. The buyer and persons associated with ownership of the company must meet the requirements of integrity and reliability.
• Financial soundness. The regulator assesses the buyer’s ability to finance the acquisition and ensure stable ownership of the company.
• Transparency of the ownership structure. The ownership structure must make it possible to identify the persons who exercise actual control over the SPI.
• Absence of threats to operations. The change of ownership must not create obstacles to the reliable and sound management of the payment institution.

There is one more important point – the buyer’s residency. PSD2 does not prohibit non-EU residents from acquiring a Small Payment Institution. At the same time, an SPI must have its head office in the state where it actually carries out its activities.

List of Documents Required to Purchase an SPI in the EU

To obtain approval for the transaction from the central bank of the country of registration or another competent regulator, a detailed package of documents concerning the buyer, the acquired company, and the transaction itself should be submitted:

The exact list of required documents largely depends on the legislation of the country of SPI registration.

Procedure for Purchasing a Ready-Made SPI Company in Europe

To buy a ready-made SPI in the EU, several stages must be completed. The process begins with a detailed due diligence of the company and ends with the transfer of control to the new owner.

Due Diligence

The SPI due diligence process makes it possible to assess the company’s legal and corporate status, its activities, obligations, and regulatory history. Particular attention is paid to circumstances that may affect the further use of the company after the change of ownership.

Verification of Regulatory Status and Permitted Services

At this stage, the current SPI status and the list of payment services that the company is authorized to provide are confirmed. The compliance of the company’s actual activities with the conditions under which the status was granted is also verified.

Approval of the Change of Ownership with the Regulator

If the acquisition results in the acquisition of a qualifying holding, the buyer must notify the competent authority in advance. PSD2 provides for such a procedure when ownership interests reach the thresholds of 20%, 30%, or 50%, or when control over the company is acquired.

Making Changes to the Register

After completion of the corporate transaction, information about the new owner and changes in the company’s structure must be reflected in the relevant national registers.

Transfer of Corporate Control

At this stage, actual control over the company is transferred. This includes changing or confirming the powers of the management bodies and obtaining access to the SPI’s corporate infrastructure.

Post-Sale Obligations

The new owner must ensure the continued operation of the SPI in accordance with the applicable requirements. In particular, it is necessary to keep corporate and regulatory information up to date and comply with the conditions established for the activities of the payment institution.

Popular Jurisdictions for SPI Companies in Europe

In different EU countries, the simplified regime may have its own name and differ in terms of limits and permitted operations. This should be taken into account when choosing a country in which to purchase a ready-made SPI.

Poland

In Poland, the MIP (Mała Instytucja Płatnicza) status applies. The activities of such companies are regulated by the Polish Financial Supervision Authority (KNF). A specific feature of this jurisdiction is strict restrictions on the average monthly transaction volume. It must not exceed the equivalent of €1.5 million over the previous 12 months.

Czech Republic

In the Czech Republic, there is a status of a small-scale payment services provider, which is regulated by the Czech National Bank (CNB). The average monthly volume of payment transactions over the last 12 months is limited to €3 million. This is the upper limit for an SPI established by PSD2.

Estonia

Estonia has a simplified regime for payment institutions with an exemption from some licensing requirements. Regulation is carried out by the Financial Supervision Authority (Finantsinspektsioon). For most payment services, the average monthly transaction volume is limited to €3 million. Separate conditions apply to money remittance services – in this case, the limit is €1 million.

Spain

Spain has a regime for payment institutions with a small volume of activity, which are registered by the Bank of Spain (Banco de España). The limits correspond to the upper threshold established by PSD2 – €3 million.

Restrictions and Risks of Purchasing a Ready-Made SPI in Europe

A ready-made SPI in the EU attracts entrepreneurs with the opportunity to start a business quickly. However, this option also has its own limitations, which must be taken into account before starting operations.

• No passporting. An SPI does not obtain the right to provide services cross-border throughout the EU. Therefore, this status limits the geographical scope of the business.
• Turnover limits. An SPI is subject to a maximum volume of payment transactions. As the business grows, the company may face the need to transition to full payment institution status.
• Company history. The buyer acquires the legal entity together with its previous activities. Outstanding obligations, compliance violations, including AML/KYC violations, and claims from counterparties may affect further operations.
• Dependence on national regulation. A format with the same name may have different restrictions and requirements depending on the jurisdiction.

Each of the above-mentioned restrictions may affect the possibility of using the company after the purchase. Therefore, even before the transaction, it is important to make sure that the SPI status corresponds to the planned activities.

Cost and Timeframe for Purchasing a Ready-Made SPI in Europe

How much does an SPI company for sale in Europe cost, and how long does the transaction process take? There is no universal answer to this question – everything depends on the characteristics of the SPI itself and the terms of its acquisition. The cost and timeframe are affected by:

• the jurisdiction and requirements of the local regulator;
• the company’s status and history;
• the transaction structure and the composition of the assets being transferred;
• the complexity of the change of ownership and regulatory procedures;
• the need for additional changes to the company’s structure.

Would you like to find out the potential costs and timeframe for launching a business in your case? Contact the lawyers of Lawrange JSC for a detailed consultation.

Why You Should Buy a Ready-Made SPI in Europe Through Lawrange

Purchasing a ready-made SPI in Europe requires the assistance of experienced lawyers. The advantages of contacting AA Lawrange include:

• Comprehensive support. We handle the legal, financial, and tax matters related to the acquisition and further operation of the SPI.
• International practice. For more than 10 years, we have been supporting international businesses and taking into account the specifics of cross-border transactions and European regulation.
• Individual strategy. We select a solution taking into account the client’s business model, the chosen jurisdiction, and plans for developing the payment project.

Planning to buy a ready-made SPI in the EU? AA Lawrange specialists will help you assess the available options, choose a suitable structure, and complete the transaction as quickly as possible.

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