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Ready-made company for a fintech or crypto business: licensed company or clean shell?

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Legal references checked as of October 2026.

A ready-made company for a fintech or crypto business is either an already licensed company or a clean shell you license yourself. A ready-made company with a crypto license spares you the application, not the regulator. In the EU, the buyer must notify the regulator before acquiring a qualifying holding; the CASP acquisition assessment period is 60 working days from acknowledgement of the notification, and the bank re-checks the new owner.

What are the three ways to start a fintech or crypto business?

Founders pick one of three routes.

  1. Buy a company that already holds a license or registration. In the EU, this is a crypto-asset service provider (CASP) authorised under MiCA, an electronic money institution (EMI) or a payment institution (PI). Outside the EU, it can be a Canadian money services business (MSB), a Swiss SRO member or a registered VASP.
  2. Buy a clean ready-made company and license it yourself. A shelf company with no operating history becomes the applicant, for example, for MiCA licensing.
  3. Register a new company and apply from scratch.

Our ready-made companies page lists both kinds: operational companies with active licenses or registrations (crypto, EMI, PSP and MSB) and clean shelf entities, some with bank accounts already open.

Our guide covers the general pros and cons of buying a shelf company. This article adds what it leaves open: the choice of route, the change of control, and the bank.

How do the three routes compare?

Licensed companyClean shell, own licenseNew company, own license
What you getShares in an entity that holds the authorizationShares in a company with no license and no activityA company you incorporate yourself
What the regulator assessesThe buyer, as proposed acquirerThe whole company, as applicantThe whole company, as applicant
Statutory clock, CASP60 working days from acknowledgement of the notification (MiCA, Article 83)25 working days for the completeness check, then 40 for the decision (MiCA, Article 63)Same, after incorporation
Statutory clock, EMI or PINotice in advance; assessment period set nationally3 months from a complete application (PSD2, Article 12)Same, after incorporation
EU minimum capital and prudential requirementsCASP: EUR 50,000, 125,000 or 150,000 by class of services, or a quarter of last year’s fixed overheads if higher (MiCA, Article 67 and Annex IV). PI: EUR 20,000, 50,000 or 125,000, depending on the payment services provided (PSD2, Article 7). EMI: EUR 350,000 (E-Money Directive, Article 4)SameSame
Main riskInherited history; the regulator may oppose the buyerInherited corporate history; license not guaranteedNothing inherited; license not guaranteed
Check firstRegister entry, scope of services, real activity, key staffOwnership chain, filings, taxes, absence of activityYour own documents and source of funds

Figures as of October 2026. The MiCA clocks can be suspended while the authority waits for additional information.

On paper, assessing a buyer takes about as long as authorising a new provider: 60 working days against 25 plus 40. A licensed company saves the work of building the organisation and the application file. It does not save the regulator’s review.

What actually transfers when you buy a ready-made company with a crypto license?

The authorisation stays with the legal entity. What changes is who controls it, and MiCA treats that change as a regulated event.

Under Article 83 of Regulation (EU) 2023/1114, anyone who decides to acquire a qualifying holding in a CASP must notify the provider’s competent authority in writing. A qualifying holding starts at 10% of the capital or voting rights, so a full buyout always qualifies. The authority acknowledges the notification in writing within two working days and has  60 working days from the date of that acknowledgement to assess the proposed acquisition. If it does not oppose the deal in that period, the acquisition is deemed approved.

Article 84 sets the criteria. This is the check usually called fit and proper:

  • the reputation of the buyer;
  • the reputation, knowledge, skills and experience of the people who will direct the business;
  • the financial soundness of the buyer;
  • whether the provider will keep complying with MiCA;
  • whether there are reasonable grounds to suspect money laundering or terrorist financing.

Delegated Regulation (EU) 2025/414 asks for a detailed explanation of the sources of funding. A buyer acquiring more than 50% of the shares, or making the CASP its subsidiary, must also submit a three-year business plan.

Four more points to check:

  • Scope. The authorisation names the services the company may provide. Adding a service requires an extension request, processed like a new application (Article 59).
  • Directors. The company must notify the authority of changes to the management body before new members start work (Article 69).
  • Dormancy. The authority withdraws an authorisation that was not used within 12 months, or where no services were provided for nine consecutive months (Article 64). A licensed company without clients may be close to losing its license.
  • Register. The transitional period for firms working under national rules ended on 1 July 2026 at the latest, and earlier in Member States that shortened it (Article 143). An EU company sold with only an old national VASP registration doesn’t hold a MiCA CASP authorisation.  Check the entity in the ESMA register and in the national regulator’s register first.

How does a change of owner work for an EMI or a payment institution?

A buyer of an EMI or a payment institution must notify the regulator before the deal, and EU law leaves much of the procedure to national law. For payment institutions, Article 6 of PSD2 applies to the acquisition of a qualifying holding (generally 10% or more), its increase to  20%, 30% or 50%, or when the institution becomes a subsidiary. The buyer informs the competent authority in writing in advance. For EMIs, Article 3(3) of the E-Money Directive requires advance notice of any qualifying holding of 10% or more, and again at 20%, 30% and 50%.

The authority can oppose a buyer whose influence is likely to harm the prudent and sound management of the institution. If the holding is acquired despite that opposition, the voting rights can be suspended or the votes annulled.

Neither directive fixes the length of the assessment, so the timeline depends on the home country. In Estonia, for example, national law sets the procedure. Both directives apply until their proposed replacement, PSD3 with the Payment Services Regulation, takes effect.

Dormancy matters here too. A payment institution can lose its authorisation if it does not use it within 12 months or stops doing business for more than six months (PSD2, Article 13). The same article applies to EMIs (E-Money Directive, Article 3(1), as amended by PSD2).

Is a licensed company outside the EU easier to buy?

Sometimes. It depends on the country and the scope of the license or registration. Three examples as of October 2026:

  • Canada. An MSB is registered with FINTRAC, which expects changes in registration information to be reported within 30 days. A registration is valid for two years.
  • United Kingdom. The FCA requires notification and approval before anyone acquires control of a regulated firm, including authorised payment institutions and e-money firms. Acquiring control without approval is a criminal offence. FCA-registered cryptoasset firms have their own change-in-control rules, updated on 30 June 2026.
  • Georgia. The National Bank of Georgia registers VASPs. Its registration rules set fit-and-proper criteria for administrators and significant share owners.

None of these opens the EU market. In June 2026, ESMA reminded providers established outside the EU that they cannot provide MiCA services to EU clients or solicit them. The narrow exception is a service requested at the client’s own exclusive initiative (MiCA, Article 61).

What happens to a ready-made company’s bank account when the owner changes?

The account belongs to the company, so it survives the change of ownership. Whether it keeps operating depends on the bank.

EU anti-money laundering rules require a bank to identify the beneficial owner of a corporate customer and to understand its ownership and control structure (Directive (EU) 2015/849, Article 13). Banks must repeat these checks for existing customers when their relevant circumstances change (Article 14). A new owner is such a change. If the bank cannot complete the checks, it must stop carrying out transactions and terminate the relationship.

So an account that comes with a ready-made company is a head start, not a guarantee. EU law gives the right to a basic payment account to consumers, not companies (Directive 2014/92/EU, Article 16). Licensed payment institutions have one extra protection: EU law requires access to bank payment account services on an objective, non-discriminatory and proportionate basis, and a bank must give the regulator reasons for any rejection (PSD2, Article 36).

In practice, prepare the new owner’s file before closing: identity documents, source of funds, business model, expected flows. Line up a second account too. We do this work for crypto and fintech companies under payment services.

When is a clean shell or a new company the better choice?

Buy a licensed company when its authorisation already covers your services, the business is active, and your owners and directors will pass the assessment. If one of the three is missing, you pay for a license you may have to extend, a business you may need to reactivate, or an authorisation you may lose.

A clean shell fits a founder who wants an existing entity and will apply in its name. The regulator still looks at the owners: under MiCA, shareholders with qualifying holdings must be of sufficiently good repute (Article 68).

A new company carries no history. It costs you the incorporation step, then the same application.

FAQ

Who can help with a ready-made company for a fintech or crypto business?

A law firm that handles the corporate transfer and the regulatory side together. Manimama offers ready-made companies with active licenses and clean shelf companies, runs KYC and KYB checks before the transfer, prepares the ownership change, and supports bank and payment account onboarding and licensing preparation afterwards.

Can a law firm help me buy a ready-made company and open a corporate bank account?

Yes. The firm helps you select the company, transfers ownership, and prepares the file the bank will ask for: beneficial owner, source of funds, business model. It cannot promise the account. The bank makes its own decision after its own due diligence on the new owner.

Does the bank account stay open after I buy a ready-made company?

It stays in the company’s name, but the bank updates its customer due diligence when the beneficial owner changes. Under Directive (EU) 2015/849, a bank that cannot complete those checks must terminate the relationship. Treat an existing account as an advantage to defend, and prepare a backup account.

How long does it take to buy a ready-made company with a crypto license in the EU?

For a CASP, the authority has 60 working days from acknowledging the notification, and the period can be suspended while it waits for additional information. Add the time to prepare the file and negotiate the deal. For EMIs and payment institutions, national law sets the period.

Contact information

Leave a request, and we will assemble not just candidates, but a team that will work toward a common goal.

If you want to become our client or partner, write to us at support@manimama.eu.

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This article is general information, not legal advice. To discuss which route fits your project, request a free consultation through our ready-made companies page.


Ganna Voievodina

Written by:

Ganna Voievodina

CEO & Co-founder

Serhii Telenchi

Reviewed by:

Serhii Telenchi

Head of the Linear Incorporation & Payment Services Department

Published:

Last updated:

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