If an entrepreneur is interested in a quick launch, they can buy a ready-made SPI in Poland. In this case, an already established regulatory structure is used, which makes it possible to reduce preparation time. More time can be allocated to adapting the company to the new owner’s business model.
Submit an application if you have any questions or would like to learn more about the terms of purchasing an SPI.
What Is an SPI Licence in Poland
An SPI (Small Payment Institution) licence is the status of a small payment institution. In Polish legislation, it is referred to as MIP (Mała Instytucja Płatnicza).
An SPI allows certain services to be provided under a simplified regime compared to a national payment institution (API). No separate licence is required to operate. The company is registered in the register of the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF).
How an SPI Differs from an API and EMI
These three statuses differ in terms of the scope of activities, transaction volume limits, and the right to issue electronic money. In Poland, they are regulated by the KNF under the Payment Services Act.
- SPI. Suitable for testing the fintech market within the country. The average monthly transaction volume must not exceed EUR 1.5 million. Services may only be provided within Poland. The issuance of electronic money is prohibited. To obtain this status, registration in the KNF register is required (the process takes 2–3 months, with minimal share capital).
- API (in Poland – Krajowa Instytucja Płatnicza, KIP). A full licence without the right to issue electronic money. No transaction volume limits, with passporting throughout the EU. Transfers, acquiring, and account opening are permitted. It requires a complex authorisation procedure with the KNF, capital of EUR 20,000 to EUR 125,000, and compliance with AML/KYC requirements.
- EMI. Includes all API capabilities plus the issuance of electronic money. Turnover is also unlimited, and passporting throughout the EU is available. It is permitted to create digital wallets and prepaid cards. The highest entry threshold: capital from EUR 350,000 and a lengthy approval process with the KNF.
The main difference between an SPI and an API or EMI is the simpler operating regime and lower permissible transaction volume. If the business is focused on the Polish market and stays within the limits, buying an SPI in Poland will be the best solution.
Why You Should Buy a Ready-Made SPI in Poland
Buying a ready-made company in Poland with SPI status means avoiding the difficulties and many organisational procedures involved in launching a business. The key advantages include:
- saving time on creating a corporate structure;
- an existing SPI status in the KNF register;
- the opportunity to check the company’s history before the transaction;
- existing internal procedures (if they are transferred to the buyer).
As a result, the entrepreneur obtains a business tool ready for operation without having to go through a lengthy registration procedure.
Buying a Ready-Made SPI Company in Poland Instead of Obtaining a Licence from Scratch
When choosing between the two options, it is important to consider not only how the status is obtained but also the condition of the company at the time of launch. The main differences are presented in the table:
| Purchase of a Ready-Made SPI | Registration of a New SPI | |
|---|---|---|
| Regulatory status | The SPI is already entered in the KNF register. | Documentation must be submitted for entry into the register. |
| Regulatory history | The company’s activity history, reporting, and compliance with requirements are reviewed. | There is no SPI history. |
| AML/CFT | Existing procedures are reviewed and updated if necessary. | Procedures are developed for the new project. |
| Business model | Compliance with the registered services is reviewed. | Determined during the registration preparation process. |
| Corporate documentation | Transferred and updated for the new owner. | Prepared from scratch. |
| Control of the company | Transferred to the buyer after completion of the transaction. | Initially remains with the applicant. |
| Launch time | Depends on the due diligence and completion of the transaction. | Depends on document preparation and the registration procedure. |
| Main advantage | An already established structure and SPI status. | The structure is created taking into account the objectives of the new project. |
Obtaining a payment licence in Poland – EMI, API, SPI – can be implemented using either of these methods. However, purchasing a ready-made company provides an opportunity to start operations faster.
What Payment Services Can Be Provided with a Polish SPI
The list of services is established by Polish legislation. Depending on the registered activities, an SPI may perform the following types of operations:
- depositing and withdrawing cash;
- making domestic and international transfers;
- maintaining payment accounts and making transfers from them;
- carrying out direct debit transactions;
- making payments using cards and issuing them (subject to the applicable conditions).
In addition, a ready-made SPI in Poland may provide services related to payment services, including currency exchange, safekeeping of funds, and data processing.
Restrictions on SPI Activities in Poland
The possibilities of an SPI in Poland are determined not only by the list of permitted payment services. The established rules must also be followed:
- Transaction limit. The average amount of all payment transactions over the last 12 months must not exceed EUR 1.5 million per month.
- Territory of activity. An SPI may operate only within the territory of Poland and does not have the standard mechanism for entering the markets of other EU countries (passporting).
- Payment account funds limit. When maintaining a payment account, the funds of one user may not exceed EUR 2,000.
- Service restrictions. If you buy a company with SPI status in Poland, initiating payments (PIS) and account information services (AIS) will be prohibited.
Most of these restrictions can be taken into account when choosing a ready-made SPI and adapting its business model. If the available options are insufficient, it is worth considering transitioning to an API or EMI.
What Is Included in a Ready-Made SPI Company in Poland
For each SPI for sale in Poland, the list of transferred documentation and corporate elements is determined separately. It often includes:
- a Polish legal entity;
- an active SPI entry in the register;
- corporate documents;
- AML/CFT procedures;
- internal policies;
- materials concerning previous activities;
- risk management documents;
- information on payment services entered in the register;
- agreements with suppliers;
- existing banking relationships (if any).
A bank account, payment provider, and technological infrastructure are not always included in the transaction. If necessary, they can be connected separately, or you can open a company in Poland, creating the structure from scratch.
Terms of Purchasing a Ready-Made SPI in Poland
Before the transaction, the buyer must determine the intended business model, types of payment services, target customer base, and expected turnover. Based on this information, the terms of the purchase are agreed upon, including:
- identification of the buyer and beneficiaries;
- undergoing a KYC check;
- verification of the source of funds where required;
- signing a Non-Disclosure Agreement (NDA);
- conducting comprehensive Due Diligence;
- preparing documents for the transfer of management.
It is separately verified what information about the SPI is contained in the KNF register. If the information has changed, the relevant government authority must be notified no later than 14 days from the date the changes are received.
Stages of Purchasing a Ready-Made SPI in Poland
The sale of a company with SPI status in Poland is one of the areas of work of the Lawrange team. We offer comprehensive support and consulting at all stages of the transaction.
Selecting a Ready-Made SPI for the Business Model
The planned services, market, expected turnover, and the need to work with client funds are analysed. After that, a structure is selected whose registered services correspond to the project.
Due Diligence of the Company and MIP Status
The presence of the SPI in the KNF register, registered types of payment services, corporate information, and the actual status of the company are verified. Particular attention is paid to the transaction history and compliance with the limit.
Verification of Corporate and Regulatory History
The incorporation, financial, and tax documents, AML/CFT procedures, agreements, banking relationships, possible claims, and other obligations are examined. The purpose is to identify risks that may pass to the new owner together with the company.
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Notification of the KNF Regarding the Change of Control
The necessary regulatory actions and changes in the KNF registers are determined, taking into account the structure of the transaction.
Transfer of Management to the New Owner
After the formalities have been completed, the corporate documentation and necessary elements of the operational infrastructure are transferred, and management of the company passes to the new owner. The new team adapts the SPI’s activities to its business model.
Cost and Timeline for Purchasing a Ready-Made SPI in Poland
On average, a transaction for the sale and purchase of a company with SPI status in Poland takes at least 2 weeks. The price depends on the company’s activity history, registered payment services, the condition of the documents, and the presence of existing banking or technological relationships.
Exact figures can be obtained during a consultation with a Lawrange lawyer. They will take into account the specifics of the project, the buyer’s requirements, and answer all questions.
Why Choose Lawrange for Purchasing a Ready-Made SPI in Poland
When acquiring a company, there are many things to pay attention to. It is necessary to examine the documents, company history, and regulatory status, identify risks, and prepare the transfer of the business to the new owner. It is easier to deal with all of this with a team of professionals.
Our team includes experienced attorneys, lawyers, and tax consultants who are ready to help with:
- conducting Due Diligence and undergoing the KNF review;
- analysing the company’s history and status;
- identifying hidden liabilities;
- preparing documentation for the transfer of management;
- supporting the transaction until the business is fully transferred.
Would you like to buy a company with SPI status in Poland? With over 10 years of practice, we have done this for thousands of our clients. We will help you too.
FAQ
Can a Polish SPI operate in other EU countries?
No. A Polish SPI (MIP) may provide payment services only within the territory of Poland. The SPI status cannot be passported and used to operate in other EU countries.
What is the turnover limit for a company with SPI status in Poland?
The average monthly volume of SPI payment transactions is limited to EUR 1.5 million. If the limit is exceeded, the SPI must notify the KNF and either reduce the volume of its activities or apply for API status.
Can a non-resident be appointed as a director of an SPI company in Poland?
Yes, provided that the non-resident meets the established requirements for an SPI manager. In particular, their business reputation and the absence of certain criminal convictions are taken into account.
Can the business model of a ready-made SPI be changed After purchase?
Yes, provided that the new model complies with SPI requirements and the registered payment services. The regulator must be notified of changes to the information in the KNF register.
What is checked when purchasing a ready-made SPI in Poland?
The SPI status with the KNF, the company’s documents and history, payment services, compliance with limits, AML procedures, and possible liabilities are checked. The SPI’s compliance with the planned business model is also assessed.
