06/01/26
⚖️Acquiring a ready-made company with an existing financial licence is often perceived as a faster alternative to applying for a new one. While this approach can be effective, it should not be viewed as a way to bypass regulatory scrutiny.
📜 Regulatory framework
In the EU and UK, such transactions are subject to Change in Control (CiC) regulations. Authorities such as the FCA, ECB, or national competent authorities must approve new shareholders and management before completion. The review focuses on fit and proper requirements, financial soundness, governance structure, business plans, and source of funds. Failure to obtain approval may result in licence revocation or the transaction being declared invalid.
⏱️ Speed versus risk
Although a licensed shelf company may already hold authorisation, the CiC approval process can still take six to twelve months, often comparable to a fresh licence application. Buyers must also consider inherited liabilities, historical compliance breaches, or dormant regulatory issues. Thorough legal, financial, and AML due diligence is essential.
🔍 What makes acquisitions succeed?
This strategy works best when the target entity has a clean regulatory history, established banking relationships, and continuity in compliance and risk functions. Retaining experienced compliance staff often reassures regulators that the licence will continue to be operated in line with its original conditions.
✅ Conclusion
Acquiring a licensed entity can be a strategic route to market entry, but it is not a shortcut. Transparency with regulators, strong governance, and expert legal guidance remain key to a successful transaction.
📲 For legal advice on licensing, Change in Control approvals, and fintech M&A, contact NUR Legal
🌐 NUR-Legal.com | 📧 info@nur-legal.com
Melisa Dogan