A ready-made SPI in the Czech Republic will allow you to enter the country’s market faster and acquire a payment company with an active authorization. You do not need to go through the authorization process from scratch. When planning activities in other EU countries, take into account separate regulatory requirements and the availability of the appropriate status for providing payment services.

 

What Is an SPI in the Czech Republic and Who Is It Suitable For?

Small Payment Institution (SPI) is a small-scale payment service provider operating in accordance with the requirements of Czech legislation on payment services and PSD2. This type of company and authorization is suitable for you if you are planning to:

 

  • Accept and process payments, for example, when working with online stores and marketplaces.
  • Process money transfers within the country (or in other EU countries after obtaining a PI/EMI authorization).
  • Open and maintain payment accounts for clients.
  • Issue payment cards and work with mobile wallets.
  • Provide other payment services covered by the authorization.

 

You do not necessarily need to establish a new enterprise and obtain an authorization from scratch. You can buy a ready-made SPI in the Czech Republic, complete the necessary changes in accordance with the established procedure, and enter the European market.

 

Why Choose a Czech SPI for a Payment Business?

The EU has common rules regulating payment services; however, specific requirements and procedures may vary depending on the country. The key features of an SPI in the Czech Republic include:

 

  • Zero capital. For a standard SPI, the legislation does not establish a minimum amount of initial capital.
  • Fast start. An SPI is subject to a separate authorization regime with a narrower scope of activities than a PI/EMI.
  • High limit. Up to EUR 3,000,000 per month (\~CZK 75,000,000) on average over the previous 12 months in the Czech Republic.
  • Strong infrastructure. The possibility of connecting to the CERTIS system and using the infrastructure for instant payments in the Czech Republic.
  • Scaling. Operating within the framework of Czech legislation and PSD2 requirements, with the possibility of obtaining a PI/EMI authorization.

 

At the same time, buying a company with an SPI in the Czech Republic on a “turnkey” basis may be more advantageous than establishing one from scratch.

 

Ready-Made SPI or Obtaining an Authorization in the Czech Republic from Scratch

Obtaining an SPI license or the option to buy a ready-made SPI company in the Czech Republic? Both options have their own advantages. Let us compare them according to the main parameters:

 

Ready-Made SPI  Registration from Scratch 
Launch speed  Faster: the company already has an SPI authorization 3–6 months for registration and obtaining ČNB authorization
Cost  Higher (includes a premium for the ready-made status and infrastructure) Lower, but includes expenses for lawyers, registration, and compliance
Risks  The company’s history must be thoroughly checked to avoid hidden liabilities Lower risks associated with the company’s history, as a new structure is being established
Flexibility  Limited, as the structure and business model have already been defined Full freedom in developing the corporate and operational model
Documents and compliance  Already prepared; requires updating for the new owner AML/CFT policies, business plan, and management structure need to be developed
Regulator’s attitude (ČNB) ČNB must be notified of changes in the information and the requirements for activities must be complied with The application and documents must undergo a review procedure to obtain authorization
Scaling  Faster if the company already has an operating history and infrastructure Takes longer, but it is easier to adapt the structure to the selected business model

 

The final choice will depend on your goals and priorities. If you need assistance, our experts are ready to advise you and support your project.

 

What Is Included in a Ready-Made SPI Company in the Czech Republic?

If company registration in the Czech Republic involves establishing a business from scratch, ready-made solutions generally allow you to start operating faster after the transaction is completed and the necessary changes are formalized. A sale offer usually includes:

 

  1. Legal entity: corporate documentation and company registration details.
  2. SPI license: an active authorization issued by the Czech National Bank (ČNB), with the payment services specified in the register.
  3. Banking infrastructure: bank accounts and related solutions – where available and depending on the specific offer.
  4. Operational assets: software, website, client base, and in some cases – a technical support team or a subsidiary operating company.
  5. Compliance documentation: AML/CFT procedures and a package of documents for complying with regulatory requirements.

 

However, the terms of each transaction differ. For example, you can buy an SPI in the Czech Republic with infrastructure only or with an established team and client base.

 

Restrictions on the Activities of a Czech SPI

In addition to its advantages, a Czech license also has a number of specific limitations. The key ones include:

 

  • Prohibition on AIS/PIS services: an SPI cannot provide payment initiation services or account information services.
  • Prohibition on interest: an SPI cannot pay users interest or other benefits depending on the length of time funds are held.
  • Transaction limit: the average monthly volume of payment transactions in the Czech Republic over the previous 12 months must not exceed EUR 3,000,000.
  • No European passporting: an SPI authorization does not grant the right to provide payment services in other EU countries under the single-license mechanism provided for PIs and EMIs.

 

For further scaling, you may consider obtaining a PI/EMI authorization to expand your activities and enter other EU markets.

 

Requirements for an SPI Buyer in the Czech Republic

The buyer of an SPI company and persons holding a qualifying participation in it must meet the reliability requirements established by law. When updating the information on the basis of which the authorization was issued, the changes must be formalized in a timely manner and ČNB must be notified.

 

In particular, the regulator imposes requirements regarding:

 

  • business reputation;
  • legality of the source of funds;
  • financial standing;
  • business plan and other submitted documents.

 

The acquisition of a stake in an SPI involves checking the structure and the new owner. Therefore, the sale of a company with an SPI license in the Czech Republic is not simply a transfer of a stake, but a fully regulated transaction.

 

Stages of Buying an SPI Company in the Czech Republic

It is important not only to agree on the price and formalize the transfer of the stake, but also to clarify the company’s regulatory status and formalize the changes required by law. The process usually takes from 1 to 3 months, depending on the completeness of the documents and the speed of the regulator’s review.

 

Selecting an SPI to Meet Business Objectives

Define your business objectives:

 

  • payment processing;
  • cross-border transfers;
  • other payment services within the scope of the SPI authorization.

 

Pay attention to the key criteria: the range of licensed payment services, the payment transaction limit (for an SPI, usually EUR 3,000,000 on average per month), as well as bank accounts, payment infrastructure, including SWIFT (if available), client base, and software.

 

Some SPIs are sold with a complete operational infrastructure, payment gateway, FX software, and compliance tools. This significantly speeds up your launch but increases the cost of the transaction.

 

Verification of the Authorization and Regulatory Status

Before moving forward, it is important to make sure that the selected company has no regulatory issues:

 

  • check the valid authorization in the ČNB register;
  • make sure there are no outstanding sanctions or restrictions;
  • check compliance with SPI requirements (the presence of an AML/CFT system and operational and security risk management).

 

It is also necessary to determine which changes following the transaction will require notification to ČNB and the preparation of additional documents.

 

Analysis of the Corporate and Operational History

This stage is, essentially, the due diligence of the target company. You will need to examine:

 

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  • the incorporation documents and history of operations;
  • previous financial statements and tax records;
  • AML/CFT documentation and its implementation practices;
  • existing contracts and banking relationships;
  • any ongoing litigation or outstanding liabilities.

 

If we are talking about a “clean” SPI company, your task is to make sure that it has no hidden debts or unresolved regulatory issues. When purchasing an inactive SPI, it is important to clarify the period during which no activity was conducted. A prolonged absence of payment transactions may affect the maintenance of the authorization.

 

If the company has an active business, you should additionally assess the possibility of transferring client contracts and technical systems.

 

Coordination of Changes with CNB

After the transaction, the buyer must complete the corporate actions and notify the regulator of the updated information on the basis of which the company’s authorization was issued.

 

The regulator monitors compliance with the requirements, including:

 

  • the reliability and business reputation of persons involved in management;
  • the organization of internal control and risk management;
  • the protection of users’ funds;
  • compliance with AML/CFT requirements.

 

Keep in mind that mistakes at this stage may lead to additional requests from ČNB. Therefore, it is better to prepare for the procedure in advance with legal support from Lawrange.

 

Transfer of Management

This stage involves:

 

  • signing the share purchase agreement and related legal documents;
  • registering the change of ownership;
  • obtaining the corporate documentation and control over the business.

 

If the company is conducting business, you will also receive access to the technical platform and domain. After closing the transaction, you are required to maintain AML compliance, comply with legal requirements, and provide the required reports.

 

Can a Czech SPI Be Used Outside the Czech Republic?

You cannot use a Czech SPI to provide payment services in other EU countries under the single-license mechanism (passporting). It is primarily intended to operate in the Czech market. To conduct activities in other EU Member States, an appropriate PI or EMI license will be required.

 

Cost and Timeframe for Acquiring a Ready-Made SPI in the Czech Republic

Everything depends on the company you want to acquire. An SPI with clean infrastructure is usually cheaper and can be re-registered within 1–3 months. If the company is active and serves clients, the cost and timeframe of the transaction may be higher due to the additional review of contracts, operations, client base, and regulatory requirements.

 

Advantages of Buying an SPI in the Czech Republic Through Lawrange

If you are looking for an SPI for sale in the Czech Republic or want to secure a future transaction, contact the Lawrange team. By working with us, you receive:

 

  1. Comprehensive due diligence. Verification of the company, its history, financial statements, and AML/KYC compliance before the transaction.
  2. Work with the regulator. Preparation of notifications to ČNB and support throughout the procedure for formalizing changes.
  3. Updating registers. Filing corporate resolutions, amending constitutional documents, and updating information.
  4. Post-sale support. Assistance with updating compliance procedures, organizing internal controls, and ongoing compliance with regulatory requirements.
  5. Protection of your interests. Minimization of risks, control over the transparency of sources of funds, and analysis of the conditions for maintaining banking infrastructure.

 

Ready to enter the Czech market with your own SPI? Contact Lawrange experts for a consultation and to initiate the process of purchasing a ready-made company or registering a new one!

 

FAQ

What payment services can be provided through an SPI in the Czech Republic?

An SPI allows you to provide the payment services specified in its authorization and the ČNB register, including opening and maintaining payment accounts, money transfers, and payment processing. At the same time, an SPI cannot provide payment initiation services or account information services.

What transaction limit applies to a Czech SPI?

The average monthly volume of payment transactions over the previous 12 months must not exceed EUR 3,000,000. If further scaling is required, obtaining the appropriate authorization for the continued operation of the payment business may be considered.

What happens if CNB refuses to approve the change of ownership?

The consequences will depend on the exact stage of the transaction and the terms provided for in the share purchase agreement (SPA). For example, the transaction may be completely blocked, the share purchase agreement may be terminated, or the transfer of the stake to the new owner may not take place.

What risks need to be checked before purchasing an SPI?

It is necessary to check for hidden debts, litigation, existing liabilities, contracts, and the powers of representatives. It is also important to make sure that the license is valid and that the company has no violations or unresolved issues with the regulator.

Can a foreign investor buy an SPI in the Czech Republic?

Yes, a foreign investor can buy an SPI. It is necessary to check the buyer’s reputation, source of funds, and financial standing, as well as formalize the changes and notify ČNB in the cases provided for by law.

 

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