EMI for Sale in Europe: What You Buy and What It Costs

An electronic money institution (EMI) for sale is usually presented as a licence. It is not.

You are buying a company that happens to hold a licence. That company has shareholders, directors, employees, bank accounts, safeguarding arrangements, payment infrastructure, compliance obligations, contracts, clients and a history with its regulator.

Some of these things are valuable. Others can become very expensive problems.

I have seen buyers concentrate almost entirely on the licence and the purchase price, only to discover later that the company cannot operate the business they had in mind. Sometimes the problem is the bank, or it is the regulator, or the buyer himself.

And sometimes the buyer has enough money to purchase the company but not enough to keep it running.

A licence is only valuable if the company holding it can actually do business, and if the new owner is allowed to continue that business.

This guide explains what you are really buying, how much money you should have available beyond the acquisition price, what the regulator will want to know about you, and how to avoid paying for something that looks much better on paper than it does in practice.

If you are still deciding whether to acquire an existing EMI or apply for a new licence, start with EMI Licence in Europe 2026: Lithuania, Latvia, Ireland, or Buy One?.

1. What Is Actually in the Box?

An EMI licence is a regulatory authorisation, not an independent asset that can simply be removed from one company and transferred to another.

Normally, when you acquire an existing EMI, you buy shares in the licensed company. The legal entity continues to exist, subject to the applicable regulatory procedures and any changes the supervisor requires.

But what comes with those shares?

Component	What the buyer needs to verify
EMI licence	Exact authorised activities, restrictions, outstanding regulatory conditions and current status.
Regulatory capital	Actual eligible own funds, any capital shortfall and the amount required under the current and proposed business models.
Operating liquidity	Available cash to cover salaries, compliance, systems, audit, banking and other expenses while the business develops.
Safeguarding	Where customer funds are protected, which safeguarding method is used and whether arrangements will continue after acquisition.
Banking relationships	Operating accounts, safeguarding banks, IBAN partners and the banks’ position regarding a change of ownership.
SEPA access	Access to SEPA Credit Transfer, SEPA Instant and SEPA Direct Debit, including whether participation is direct or indirect.
CENTROlink	Actual participation or connection arrangements, payment capabilities, applicable conditions and operational readiness.
SWIFT	Connected BIC or indirect messaging access, correspondent banks, supported currencies and working international payment capabilities.
Visa and Mastercard	Direct or sponsored scheme membership, white-label programmes, BIN arrangements, card issuing and acquiring capabilities.
EU passporting	Countries notified, branches and agents, and the services actually being provided in each market.
Management	Directors, local management, compliance and AML officers, their regulatory suitability and willingness to remain.
Clients	Customer base, revenue, transaction volumes, concentration, AML quality and customer risk profiles.
Technology	Core payment platform, integrations, cybersecurity, outsourcing contracts and operational resilience.
Regulatory history	Inspections, remediation plans, enforcement actions, outstanding correspondence and regulatory reporting.
Financial and tax position	Audited accounts, outstanding liabilities, taxes, litigation and potential off-balance-sheet obligations.
Future expansion	Which missing capabilities can realistically be added after acquisition, at what cost, and subject to which approvals.

The seller may advertise an EMI with a licence covering the entire European Union. That sounds attractive.

But what does it really mean?

Can the company issue IBANs, or receive and send SEPA Instant payments? May it handle international transfers outside SEPA? Does it have SWIFT-connected banking arrangements? Can it issue Visa or Mastercard cards?

Or does it simply have the regulatory right to perform certain activities, provided somebody else agrees to supply all the infrastructure?

These are two very different businesses.

2. The Payment Infrastructure May Be Worth More Than the Licence

This is one of the most frequently misunderstood aspects of acquiring an EMI.

Two companies may hold essentially the same regulatory authorisation and still have very different values.

One may depend entirely on external banks and payment providers. The other may have established payment infrastructure, working banking relationships, a substantial customer base and systems that have already been tested in production.

The licence may be identical. The business certainly is not.

SEPA and CENTROlink

SEPA access is fundamental for an EMI intending to offer euro payments.

But there is a difference between having the legal right to provide payment services and actually having the infrastructure to process them.

An EMI may access SEPA indirectly through another payment service provider. Alternatively, it may qualify for direct participation in a relevant payment system, subject to the applicable rules and technical requirements.

For buyers considering EMIs in Lithuania or elsewhere in the European Economic Area, CENTROlink deserves particular attention.

CENTROlink is a payment infrastructure operated by the Bank of Lithuania. It provides eligible institutions with access to SEPA payment schemes, including standard credit transfers, instant transfers and direct debits.

It is not restricted to Lithuanian EMIs. Eligible payment service providers licensed in other EEA jurisdictions may also apply.

However, holding an EMI licence does not automatically give you CENTROlink access.

The institution must satisfy the relevant participation, technical, operational and compliance requirements.

There is also a distinction between direct participation and arrangements involving an addressable BIC or another participant. The buyer should understand which model the target currently uses.

And one further point is worth remembering: access to CENTROlink is not, by itself, a substitute for legally compliant safeguarding of customer funds.

Before assigning any value to CENTROlink access, I would want to see the participation agreements, actual transaction activity, applicable conditions and confirmation of the steps required following a change of control.

An existing connection is valuable. An application that somebody intends to submit one day is something else entirely.

SWIFT and International Transfers

SWIFT is another area where buyers must be careful.

Some EMIs advertise SWIFT access when what they actually have is a BIC.

A BIC identifies an institution. It does not necessarily mean that the institution is connected to the SWIFT network.

Even a connected BIC does not, by itself, establish that an EMI can settle international payments in multiple currencies.

SWIFT is primarily a financial messaging network. The actual movement of funds still depends on banking and settlement arrangements.

An EMI offering international transfers may need correspondent banks, foreign-currency accounts, liquidity arrangements and banking partners willing to process the intended transactions.

If a target claims to have SWIFT capability, the buyer should establish:

Whether the EMI has a connected BIC or relies on another institution.
Whether payment messaging is direct or provided through a third party.
Which banks execute and settle the transfers.
Which currencies, jurisdictions and client categories are supported.
Whether USD payments are genuinely available, rather than merely advertised.
What transaction limits, compliance restrictions and termination rights apply.

An EMI with genuine international payment capabilities can be significantly more attractive than one restricted to domestic or SEPA transactions.

But I would not pay a premium for the word SWIFT in a sales presentation.

I would pay for demonstrated, functioning access, supported by agreements and transaction records.

IBANs and Banking Relationships

The same reasoning applies to IBANs.

Who provides them? Does the EMI have its own IBAN allocation arrangements, or does it depend on a banking-as-a-service provider?

Who maintains the underlying accounts? What are the contractual limits? Can the provider terminate the relationship following a change of ownership?

A company may advertise European IBANs without controlling the underlying infrastructure.

That is not necessarily a problem. A well-structured external arrangement can work perfectly well.

But the buyer needs to know who controls what.

And there is a fundamental distinction between payment execution, operating bank accounts and safeguarding accounts.

Customer funds that must be safeguarded are not available to finance the EMI’s operating expenses.

Nor does the existence of SEPA access guarantee that a commercial bank will maintain the relationships required by the company.

The banking infrastructure is often one of the most valuable assets of an operational EMI. It can also be one of the most fragile.

3. Visa and Mastercard: Direct Membership or White Label?

Some EMIs for sale come with card programmes. Others advertise Visa or Mastercard access as one of their main selling points.

That can be valuable. But before paying a premium, you need to understand exactly what the company has.

There is a considerable difference between an EMI that holds direct principal membership with Visa or Mastercard and one that simply offers cards through a white-label provider.

And there are several arrangements in between.

Direct Visa or Mastercard Membership

An EMI may have a direct contractual relationship with Visa, Mastercard or, in some cases, both networks.

A principal member generally has greater control over its card programmes, subject to the relevant network rules, settlement arrangements and ongoing obligations.

Such membership may allow the institution to manage its own BINs and, where authorised, sponsor third-party card programmes.

But direct membership also comes with responsibilities, fees, reporting obligations, risk management requirements and potentially financial guarantees.

Verify the exact membership category, whether it covers card issuing or acquiring, which schemes and products are approved, and which countries the arrangements cover.

Having direct Mastercard membership does not mean having direct Visa membership, or vice versa.

And possessing direct scheme membership does not necessarily mean that every technical function is handled internally. Processing, personalisation, fraud monitoring and other services may still be outsourced.

What Happens When the EMI Is Sold?

This is where due diligence becomes important.

The buyer should examine the Visa and Mastercard agreements, sponsor arrangements, processor contracts and any relevant scheme approvals.

Will the membership or sponsorship continue after the acquisition? Must the scheme or sponsoring institution be notified? Is its consent required? Are there new financial guarantees or security deposits?

And does the company actually have functioning card programmes, or merely contracts permitting it to launch them?

An EMI with direct card scheme membership and an operational issuing platform may justify a higher valuation.

But not automatically.

A well-established sponsored programme with competitive pricing, reliable infrastructure and healthy transaction volumes may be commercially more valuable than an expensive direct membership that the company barely uses.

The question is not simply whether the EMI has Visa or Mastercard. It is what the company can do with those relationships, what they cost, and whether they will still be there after the acquisition.

4. The Capital Question: €350,000 Is Only the Beginning

When somebody asks how much capital is required for an EMI, the usual answer is €350,000.

Legally, that is the standard minimum initial capital requirement under the existing EU electronic money framework.

But for a buyer, it is not the whole answer.

An EMI must maintain adequate eligible own funds on an ongoing basis. For electronic money issuance, the requirement includes an amount calculated at 2% of average outstanding electronic money, subject to the applicable rules. Payment services not linked to the issuance of electronic money can generate additional own-funds requirements.

More importantly, the EMI needs money to operate.

Regulators do not want to see a company with the required regulatory capital but no realistic financial resources to pay its employees, compliance officers, technology providers and other operating expenses.

A buyer should expect to demonstrate how the business will be financed under the new ownership.

In practice, a six-month operating budget is a sensible starting point for planning, although the precise runway and financial resources expected will depend on the jurisdiction, regulator and business model. It is not a universal additional EU capital requirement.

What I Would Budget

For a relatively straightforward EMI operation, an illustrative financial provision might look like this:

Requirement	Indicative amount
Minimum regulatory capital / eligible own-funds baseline	€350,000
Six months of operating expenses and liquidity	€300,000–€350,000
Total capital and operating funding capacity	€650,000–€700,000
Acquisition price	Additional
Transaction, integration and exceptional costs	Additional, according to the deal

The €300,000–€350,000 operating provision is a planning example, not a universal regulatory figure. A complex EMI may require considerably more.

There is also an important accounting distinction.

If you acquire an existing EMI that already holds €350,000 of genuine, eligible regulatory capital, that capital does not automatically have to be contributed a second time. You must verify that it is still there, that it qualifies as own funds and that it remains sufficient for the intended activities.

The acquisition price normally goes to the selling shareholders. It does not finance the company.

If the company needs additional capital or operating liquidity after the sale, that money has to come from somewhere.

For practical acquisition planning, I prefer a buyer who can demonstrate financial resources covering the applicable regulatory capital, an adequate operating runway and the acquisition price, rather than somebody who has calculated his budget to the last euro.

Buying the company is one expense. Financing the company you have bought is another.

And the regulator will be interested in both.

5. The Regulator Will Want to Understand Your New Business Plan

Another common misunderstanding is that buying an existing EMI allows the new owner to continue with whatever business plan he has in mind.

It does not work like that.

The company may already be authorised, but that authorisation was granted and maintained on the basis of a particular business, ownership and governance structure.

If the new owner intends to change the business significantly, the regulator needs to understand those changes.

In a change-of-control assessment, the buyer should be prepared to provide an updated business plan, financial projections and information about the proposed governance and operating model. The precise documentation required depends on the jurisdiction, the acquisition and the proposed changes.

A complete revised plan should explain, among other things:

What services the EMI will provide after the acquisition.
Which countries and customer categories it intends to serve.
Whether the target business differs materially from the existing activities.
How customers will be acquired and what transaction volumes are expected.
Which banks, safeguarding arrangements and payment infrastructure will be used.
Whether SEPA, CENTROlink, SWIFT or card arrangements will need to change.
Who will manage the institution and fulfil its control functions.
How AML, sanctions, fraud, operational and outsourcing risks will be managed.
How the business will be financed, with credible financial projections and stress assumptions.

The regulator may also assess whether proposed new activities are already covered by the existing licence or require an extension, variation or other regulatory process.

A licence covering electronic money issuance and certain payment services does not give the owner unlimited freedom to enter any business he chooses.

The Business Plan Must Be Realistic

I have reviewed enough business plans to know that projected revenue is usually the easiest part to write.

You put a few numbers in a spreadsheet, increase customer numbers every month, assume that transaction volumes will grow and announce profitability in year two or three.

Very nice.

But somebody still has to explain where the customers will come from, why they will choose this EMI, how much it will cost to acquire them and whether the infrastructure can support the promised services.

The regulator is not buying the forecast. It is assessing whether the proposed institution can operate safely and sustainably.

A buyer who wants to transform a dormant EMI into a high-volume international payment business should expect considerably more scrutiny than a buyer who intends to continue an established, low-risk business with limited changes.

6. Can You Prove Where the Acquisition Money Came From?

This is another aspect that is regularly underestimated.

The buyer may have sufficient money in his bank account. That does not necessarily mean he will satisfy the regulator.

The regulator will want to understand who the beneficial owners are, where the funds originated, how the wealth was accumulated and how the purchase is being financed.

This is not simply a question of showing a bank statement with a large balance.

A buyer may be required to provide tax returns, audited company accounts, dividend records, sale agreements, inheritance documentation, bank statements, evidence of transfers and other documents establishing the source of wealth and the source of the acquisition funds.

The important point is that the whole financing chain must make sense.

The Problem I Have Encountered With Buyers

I have personally seen situations where prospective buyers had sufficient documented financial resources to justify establishing a new EMI, but could not adequately substantiate the considerably larger sum required to acquire an existing one.

In other words, they might have been able to justify €700,000 for the capitalisation and operating budget of a new EMI.

But when it came to justifying several million euros for the acquisition of an existing institution, the documentation was no longer sufficient.

They had the money. The problem was proving, to the regulator’s satisfaction, how the entire amount had been earned or accumulated.

That can stop a transaction.

And it is not the kind of problem you want to discover after negotiating the purchase price, signing agreements and paying lawyers.

Tax Documentation Matters

The regulator’s source-of-wealth review may include examining income and tax declarations, corporate profits, dividends and other records supporting the legitimate origin of the funds.

This is not the same as saying that every buyer must pay a special tax on the entire purchase price. Any transaction taxes depend on the relevant law and deal structure.

The practical issue is whether the buyer can document the lawful and, where applicable, properly declared or taxed origin of the money used for the acquisition.

Funds may be entirely legitimate yet difficult to document because of old transactions, complicated holding structures, missing records or movements between jurisdictions.

The fact that the money has been sitting in a bank account for several years does not automatically solve that problem.

Before deciding to purchase an EMI, establish whether you can justify not only the capital requirement, but the entire acquisition price and all additional funding.

Otherwise, you may be wasting everybody’s time, including your own.

7. The Regulator Decides Whether You Can Take Control

An EMI is a regulated financial institution. Its shareholders and the people who exercise significant influence over it are not irrelevant to its regulator.

Under the existing EU framework, acquiring a qualifying holding generally triggers a prior notification and supervisory assessment. A qualifying holding normally begins at 10% of capital or voting rights, or where significant influence can be exercised, with further relevant thresholds.

The exact procedure, review periods and legal effect of the regulator’s decision depend on the national framework.

The buyer should not assume that signing a share purchase agreement gives him the right to take control immediately.

The regulator may examine the buyer’s reputation, financial soundness, beneficial ownership, proposed management, funding arrangements and business plan.

For a foreign buyer, the review may involve additional work to verify corporate structures, ultimate beneficial owners and information obtained from other countries.

And if the new owner plans to replace directors or key officers, their suitability and the relevant appointment procedures must also be addressed.

For a more detailed explanation, see Buying a Bank or an EMI: How the Regulator’s Approval Really Works.

Buying the Shares Does Not Mean Buying Regulatory Approval

You can negotiate the purchase price, warranties, the payment schedule, escrow arrangements and responsibility for existing liabilities with the seller.

But you cannot negotiate regulatory clearance in the same way, the seller cannot guarantee that the regulator will accept you.

That is why the transaction documents must distinguish between signing and completion, with appropriate regulatory conditions and restrictions on any premature transfer of control.

8. Which European Regulators Are the Most Difficult?

Buyers regularly ask whether it is easier to acquire an EMI in Lithuania, Latvia, Ireland, the Netherlands or another European jurisdiction.

There is no simple answer.

The European framework establishes common principles, but national authorities have their own procedures, documentation requirements and supervisory practices.

More importantly, the same regulator may assess two acquisitions very differently.

A buyer with a straightforward corporate structure, documented financial resources, relevant experience and a plan to continue the existing business presents a different case from somebody using several offshore holding companies, proposing an entirely new management team and intending to change the business model.

What the Published Procedures Tell Us

Jurisdiction	Regulator	Important considerations
Ireland	Central Bank of Ireland	Formal qualifying-holding notification process, detailed information on acquirers and separate fitness-and-probity assessments where relevant.
Netherlands	De Nederlandsche Bank	Declaration of No Objection procedure, scrutiny of direct and indirect holdings and a risk-based assessment.
Lithuania	Bank of Lithuania	Financial soundness, source of acquisition funds, ownership transparency and the effect of the proposed acquisition on the institution.
France	ACPR	Prior approval for specified ownership changes and separate procedures for certain operational or regulatory changes.
Spain	Banco de España	Prior notification and non-opposition procedure for qualifying holdings, with a published 60-working-day assessment period.
Latvia	Latvijas Banka	Assessment under the national rules applicable to qualifying holdings and the suitability of the proposed owners and management.

These differences do not establish which authority approves transactions most frequently or quickly.

There is no sufficiently reliable public dataset comparing EMI acquisition approval rates, total elapsed times and refusals on a consistent basis.

However, the published procedures provide useful indications of where an acquisition requires particular preparation.

Ireland

The Central Bank of Ireland has a detailed notification process for proposed acquisitions of qualifying holdings in EMIs.

The assessment period is generally 60 working days after the notification has been acknowledged as complete, subject to permitted interruptions.

But the important words are after the notification has been acknowledged as complete.

If the buyer has a complex structure, trusts, multiple holding companies or shareholders in several jurisdictions, significant preliminary documentation may be required.

Proposed management changes may also involve Ireland’s Fitness and Probity framework.

Netherlands

In the Netherlands, the acquisition of a qualifying holding generally requires a Declaration of No Objection from DNB.

DNB examines direct and indirect interests, including situations where influence is exercised through a chain of holding companies.

One interesting feature of the Dutch approach is its published risk-based assessment process. Straightforward, lower-risk applications may receive a more limited substantive review, while more complex applications can require closer examination.

This is an important reminder that the buyer’s structure can matter as much as the percentage being acquired.

Lithuania

Lithuania deserves careful attention because many EMIs operate there and the Bank of Lithuania publishes detailed expectations regarding the assessment of prospective acquirers.

These include the buyer’s reputation, financial soundness, origin of funds and the effect of the acquisition on the regulated institution.

For buyers with complicated international structures, insufficient tax documentation or funds accumulated through multiple transactions, preparation can be particularly important.

I would examine the source-of-wealth documentation before committing substantial resources to such an acquisition.

France

The ACPR has a formal approval framework for certain changes in ownership of payment and electronic money institutions.

A buyer should also examine whether contemplated changes to the company’s authorised activities, management or safeguarding arrangements trigger additional procedures.

Approval of the new shareholder does not automatically approve every operational change the shareholder intends to make.

Spain and Latvia

Spain and Latvia also maintain specific supervisory procedures for qualifying holdings and changes in regulated financial institutions.

The Banco de España publishes a 60-working-day period for the assessment of significant acquisitions in EMIs, beginning from the relevant acknowledgement of the notification.

The applicable Latvian requirements depend on the institution and proposed holding, and should be checked with Latvijas Banka before structuring the transaction.

Neither the existence of a statutory assessment period nor a relatively clear application procedure proves that a jurisdiction is easy.

The Question Buyers Should Really Ask

Rather than asking which European regulator is the easiest, I would ask something much more practical:

How is this particular regulator likely to assess this particular buyer, acquiring this particular company, with this particular business plan?

The answer should influence the choice of target, the acquisition timetable, the documentation prepared and even the amount the buyer is prepared to pay.

A company with every desirable payment feature may not be the best acquisition if its regulatory position is problematic or the proposed buyer cannot satisfy its supervisor.

9. What Goes Wrong Most Often

The following problems deserve particular attention during due diligence.

The EMI Has a Licence but No Functioning Banking Relationship

The company may have lost its safeguarding bank or may depend on an IBAN provider that no longer accepts its business model.

Sometimes the problem becomes apparent only when the new shareholders approach the bank.

Do not assume that a relationship established under the current ownership will continue automatically after the sale.

Ask the relevant banks and providers what a change of control requires, and obtain appropriate written confirmation where possible.

The Payment Rails Are Not What the Seller Claims

The seller advertises SEPA, CENTROlink or SWIFT access.

Then you discover that the company uses another institution’s infrastructure, that access is restricted, or that the relevant arrangements have not yet been activated.

There is nothing inherently wrong with indirect access.

But it must be clearly identified, contractually secure and properly priced.

The Card Programme Belongs to Somebody Else

The EMI advertises Visa or Mastercard cards, but the actual issuing relationship depends entirely on a sponsor.

Following the change of ownership, the sponsor may require additional due diligence, new contracts, more financial security or even decide not to continue the relationship.

A card programme that disappears after the acquisition is not worth the same as a stable, operational arrangement.

Safeguarding Arrangements Are Weak or Incomplete

An EMI must safeguard relevant customer funds in accordance with the applicable requirements.

That means reviewing the safeguarding method, accounts, reconciliation records, segregation arrangements, audit findings and any shortfalls.

You should also establish whether safeguarded funds are properly separated from the EMI’s own operating funds.

Customer money is not spare cash available to finance your acquisition or operating expenses.

There Are Unresolved Regulatory Findings

A company may have an open remediation programme following a regulatory inspection.

Perhaps its AML systems need improvement. Perhaps there are governance problems, deficient reporting or weaknesses in safeguarding controls.

Those obligations do not disappear because the shareholders change.

If you buy the company, you buy the work that still has to be done.

And usually the bill.

The Customer Portfolio Is a Liability Rather Than an Asset

An EMI with thousands of customers may sound more attractive than one with no customers.

But how many are active? How much revenue do they generate? Are they concentrated in high-risk industries? Are their KYC files complete and current?

A large client portfolio with poor AML documentation may be less attractive than a smaller, well-managed book.

Every deficiency the seller has postponed may become the buyer’s responsibility.

The Key People Leave

If the current directors, compliance officer or AML officer leave immediately after completion, who replaces them?

Qualified personnel with appropriate experience are not always easy to recruit, particularly in smaller jurisdictions.

Replacing them can involve further suitability assessments, notifications or approvals.

An empty company with a licence is not necessarily an operational EMI.

The Technology Belongs to Somebody Else

The payment platform may be licensed from a third-party provider.

That can be perfectly acceptable.

But you need to establish who owns the software, whether the licence is transferable, what happens on a change of control, how customer data is protected and whether the EMI could continue operating if the provider terminated its contract.

The EU Digital Operational Resilience Act (DORA), applicable since January 2025, also makes ICT governance, operational resilience and third-party risk an important part of due diligence.

The Financial Statements Hide Future Costs

Regulatory capital may have been reduced by losses. Accounts payable may be overdue. There may be unpaid taxes, disputed customer claims or other contingent liabilities.

A seller may describe the company as debt-free while failing to account for operational obligations, remediation costs or contracts that cannot be terminated without penalties.

Due diligence must examine the entire balance sheet, not just the licence certificate.

10. Buying a Dormant EMI Is Not the Same as Buying an Operating One

A dormant EMI can be attractive.

There may be fewer customers to review, fewer legacy transactions and fewer operational complications.

But it also raises different questions.

Why is the institution dormant? Has it ever carried out meaningful business? Does it maintain the people, systems, governance, capital and banking relationships required under its authorisation?

Has the regulator raised concerns about inactivity?

Will the proposed restart amount to such a significant change in the business that extensive regulatory reassessment is necessary?

A dormant EMI may save time compared with a new application, but that saving should never be assumed.

On the other hand, acquiring an operating institution means inheriting its clients, contracts, compliance history and existing liabilities.

The choice is not simply between a cheaper dormant company and a more expensive operational one.

It is between two different risk profiles.

11. The Unicorn EMI: When Buyers Want Something That Does Not Exist

There is another problem I regularly encounter when dealing with potential buyers.

Some of them are looking for what I call the unicorn EMI.

They want an EMI with a full European licence, active SEPA and SEPA Instant access, CENTROlink, SWIFT, EUR and USD banking, direct Visa and Mastercard membership, its own IBANs, a working payment platform, a clean regulatory history, an established customer base and preferably no operating losses.

Naturally, they also want it in their preferred jurisdiction.

And at a reasonable price.

Good luck.

I am not saying that an EMI with many of these features cannot exist. Some very well-equipped institutions do exist.

But the more requirements you add, the smaller your pool of potential acquisitions becomes.

I have seen buyers reject perfectly reasonable opportunities because one or two features were missing, even when those features could potentially have been added after the acquisition.

An EMI may already have the right licence, sound regulatory standing, adequate capital, competent management and stable banking relationships.

But it does not have Mastercard membership.

Or it has SEPA access but no SWIFT arrangement.

Or the buyer wants CENTROlink, even though the EMI operates successfully through another payment provider.

These are not necessarily reasons to reject the company.

The important question is whether the missing feature can be added, how much it will cost, how long it will take, and whether the relevant regulator or commercial partner will accept the change.

Of course, not every missing feature is easy to obtain.

A direct Visa or Mastercard membership may involve a substantial application, scheme approval, technology integration and financial commitments. An additional banking relationship can be difficult to secure. International payment capabilities may depend on correspondent banks that have no obligation to accept your business.

But these are questions to investigate, not automatic deal-breakers.

Separate the Essentials From the Extras

Before looking for an EMI, I encourage buyers to distinguish between what the company absolutely must have on the day of acquisition and what can reasonably be developed afterwards.

An appropriate licence, a sound financial position, a credible compliance framework and a realistic path to regulatory acceptance are fundamental.

Other capabilities may be added through new contracts, technology integration, scheme membership or additional payment infrastructure, depending on the circumstances.

This is also a question of valuation.

Why pay a substantial premium for a company with direct Mastercard membership if your business does not intend to issue cards for another two years?

Conversely, if card issuance is the central element of your business plan, an established issuing programme may save enough time and development costs to justify the premium.

There is no universal answer.

The right EMI is the one that fits your actual business, not the one with the longest list of features in the sales presentation.

If you insist on finding a perfect EMI with every possible feature already installed, you may spend years searching for a company that does not exist, while passing up opportunities that could have done the job perfectly well.

Sometimes the sensible approach is to buy a good platform and improve it.

You do not necessarily need to buy the finished product. You need to buy something that can become the business you want to operate.

12. How I Would Structure the Acquisition

The transaction should be organised around the regulatory process, not around the seller’s preferred closing date.

In principle, I would separate it into the following stages.

Stage 1 — Preliminary Verification

Before substantial costs are incurred, verify the licence, the selling shareholders, the regulatory status, the basic financial position and the available banking and payment infrastructure.

At this stage, the buyer should also consider whether the target’s licence genuinely fits the intended business.

Stage 2 — NDA, Buyer KYC and Proof of Funds

The buyer should establish his identity, beneficial ownership and financial capacity.

For serious regulated-company transactions, I expect signed confidentiality documentation, suitable KYC information and credible evidence that the buyer can finance the acquisition.

This does not mean disclosing every confidential financial document to every intermediary.

It means that once the parties reach the appropriate stage, financial capacity must be capable of verification.

There is little benefit in spending months on a transaction if the buyer cannot demonstrate the ability to complete it.

Stage 3 — Detailed Due Diligence

Review the corporate, regulatory, financial, tax, contractual, technology, compliance and operational position of the target.

Special attention should be given to regulatory correspondence, safeguarding arrangements, banking relationships, payment access, card scheme agreements, customer quality and capital adequacy.

The aim is not simply to discover whether something is wrong.

It is to understand what it will cost to put it right.

Stage 4 — Regulatory Preparation

Prepare the ownership notification, source-of-funds documents, proposed governance, revised business plan and financial projections required for the transaction.

Where appropriate, arrange preliminary contact with the supervisor.

A buyer should know what the regulator will require before committing to a timetable that nobody can realistically meet.

Stage 5 — Conditional Share Purchase Agreement

The share purchase agreement should address regulatory clearance, warranties, liabilities, completion conditions and the consequences if the transaction cannot proceed.

Depending on the circumstances, it may also include escrow, purchase-price adjustments, retention arrangements and specific indemnities for identified risks.

Any critical banking, card scheme or infrastructure continuity arrangements should be considered before closing.

Stage 6 — Completion and Transition

Complete the transaction only when the required regulatory conditions have been satisfied and the deal can lawfully close.

Then implement the agreed transition of governance, banking, systems, compliance and operating arrangements.

The transaction is not finished simply because the buyer has paid the seller. It is finished when the new owner can operate the EMI in a compliant and sustainable manner.

13. PSD3: Do Not Buy Yesterday’s Business Model

There is one more reason to look beyond the current licence.

The EU is reforming its payment services framework through the proposed Third Payment Services Directive (PSD3) and Payment Services Regulation (PSR).

The European Parliament and Council reached a provisional political agreement in November 2025, and the legislative process continued during 2026.

The reform is intended to align the regulatory regimes for payment institutions and electronic money institutions more closely, with electronic money services brought into the revised payment institution framework.

For existing EMIs, the transition may involve supervisory reassessment, additional information and, depending on the final rules and national implementation, revised authorisation arrangements.

The final applicable requirements and transition timetable must be checked against the adopted legislation.

For an EMI buyer, the commercial point is straightforward.

You are not purchasing a licence merely to operate under today’s rules. You need a business that can satisfy tomorrow’s rules as well.

Review the target’s preparedness for the new framework, particularly its capital, governance, safeguarding, fraud prevention, operational resilience and compliance arrangements.

A company that is already struggling to satisfy its current supervisor may not be the best candidate for a regulatory transition.

14. Buying an EMI Versus Starting From Scratch

Buying an existing EMI may save time.

The institution already exists, the licence has been granted and some important infrastructure may already be operational.

But an acquisition is not automatically faster, easier or less expensive than a new application.

Consider two situations.

Buyer A wants to acquire an established EMI, keep its management and payment infrastructure, and develop the existing business. The buyer has a suitable financial-services background, documented funds and a credible business plan.

An acquisition may make good commercial sense.

Buyer B wants to purchase an EMI, replace the shareholders and management, abandon its existing business, introduce new products, change the banking relationships and target entirely different clients.

For Buyer B, the advantages of buying an existing licence become much less obvious.

He may spend a substantial amount acquiring a company, only to discover that the regulator wants to examine practically every material aspect of the proposed business.

At that point, the question becomes whether applying for a new licence would have been the better route.

And before buying an EMI at all, make sure it is actually the licence you need.

Some business models can operate under a payment institution licence. Others require a bank. In certain cases, a white-label arrangement may be more appropriate than acquiring and managing a regulated company.

See Bank, EMI or Payment Institution: Which Licence Does Your Fintech Actually Need?.

15. The Questions I Would Ask Before Signing

Before making a binding commitment to acquire an EMI, I would want satisfactory answers to these questions:

What exactly is the EMI authorised to do, and does that cover my proposed business?
Are its regulatory capital and own funds adequate today and after the proposed acquisition?
How much additional operating funding will be needed during the first six to twelve months?
Will the safeguarding and banking relationships remain available?
Does the EMI have genuine SEPA, SEPA Instant, CENTROlink or SWIFT capabilities, or merely contracts with third parties that provide them?
Are its Visa and Mastercard arrangements direct, sponsored or white label, and who controls the BINs and card programmes?
Can the banking, payment and card arrangements continue under the new ownership?
What regulatory findings, AML deficiencies or other liabilities will I inherit?
Will the existing management and compliance personnel remain?
What changes to the business plan, governance and authorisation will be required?
Can I demonstrate the legitimate source of the entire acquisition price and all additional funding?
What will the regulator require before I can take control?
Which missing features can realistically be added later, and at what cost?
Will the EMI remain commercially and regulatorily viable under the forthcoming PSD3 and PSR framework?

If the seller cannot provide satisfactory information on these points, there is no reason to rush.

There will always be another opportunity.

Conclusion: Buy the Business, Not the Certificate

An EMI licence has value. But the value of an EMI is not simply the amount somebody is willing to pay for that licence.

It depends on the company’s financial condition, regulatory standing, banking relationships, payment infrastructure, people, systems and ability to generate revenue.

A buyer should also remember that the acquisition price is only one part of the financial commitment.

You may need to demonstrate access to roughly €650,000–€700,000 in regulatory capital and operating funding capacity for a relatively straightforward business, or more for a larger operation, while taking proper account of capital already held by the target. That is separate from the price paid to the seller and from transaction and integration costs.

You will need to satisfy the regulator that you are a suitable owner, that your business plan is credible and that the acquisition funds are legitimate and properly documented.

And you must be reasonably confident that the bank accounts, payment systems, card programmes and other arrangements that make the company commercially useful will remain available.

At the same time, do not make the mistake of insisting on an EMI with every possible feature already installed.

Some features can be added. Others cannot be obtained easily, or may not be commercially justified.

The important thing is to understand the difference before you buy.

The seller can sell you the shares.

He cannot sell you the regulator’s approval, the banks’ confidence, Visa or Mastercard’s continuing support, or a successful business.

Those are things you will have to establish for yourself.

Looking for an EMI or Payment Institution in Europe?

At FintechLex, we advise on the acquisition of regulated financial-services companies, including electronic money institutions, payment institutions and banking businesses.

We regularly encounter opportunities that are not publicly advertised.

If you are considering an acquisition, tell us what you are looking for, including your target jurisdiction, intended activities, approximate budget and whether you require SEPA, CENTROlink, SWIFT or card capabilities.

You can also contact us directly at insight@fintechlex.com.

This article is for general information only. It does not constitute legal advice, regulatory advice or an offer to sell shares or securities. Regulatory and financial requirements depend on the jurisdiction, authorised activities and specific transaction circumstances.