Buy a Ready-Made EMI Company in Lithuania

Buying a Licensed EMI Company in Lithuania: What Investors Need to Know Before the Acquisition

Buying a ready-made EMI company in Lithuania with Bank of Lithuania approval — Purchasing a Lithuanian EMI requires due diligence and regulatory approval of the new qualifying shareholder.

For many fintech founders, the main obstacle to launching an electronic money business in Europe is not the product itself. It is the regulatory infrastructure required before the first customer can be onboarded.

A new Lithuanian Electronic Money Institution application requires far more than registering a company and submitting several policies. The applicant must build a credible governance structure, appoint suitable managers, prove the origin of its capital, develop AML and safeguarding procedures, prepare financial forecasts, implement technology and convince banking partners to support the future operation.

Even where the licensing file is properly prepared, the complete process may take many months. Banking, safeguarding and operational readiness can extend the launch timeline beyond the formal authorisation procedure.

For this reason, some entrepreneurs consider purchasing an existing Lithuanian EMI instead of creating one from the beginning.

A ready-made EMI company may already have:

a valid licence from the Bank of Lithuania;
the required regulatory capital;
a functioning governance structure;
compliance personnel;
safeguarding arrangements;
payment infrastructure;
passporting notifications;
operational systems and reporting procedures.

However, acquiring an EMI is not the same as buying a conventional Lithuanian company.

The authorisation cannot be separated from the legal entity and sold independently. The investor purchases the shares of the company that holds the licence. Where the buyer acquires a qualifying interest or control, the Bank of Lithuania must assess the proposed ownership before the transaction can be completed.

The commercial opportunity may be attractive, but the acquisition must be treated as a regulated financial-sector transaction from the outset.

This guide explains how Lithuanian EMI acquisitions are structured, what distinguishes a valuable target from a problematic one, which documents the regulator expects and why detailed due diligence is essential before any purchase agreement is signed.

The Asset Being Sold Is the Company, Not the Licence

A Lithuanian EMI licence belongs to the authorised legal entity.

It is not an independent certificate that can be removed from one company and attached to another. The authorisation remains connected to the Lithuanian business that originally received it.

In most transactions, the target is a UAB, the Lithuanian form of a private limited liability company. The buyer purchases some or all of the shares in that UAB and thereby obtains an ownership interest in the licensed institution.

This means that the investor acquires much more than regulatory status.

The transaction may also include:

contracts;
bank accounts;
employees;
software licences;
intellectual property;
regulatory history;
customer relationships;
outstanding obligations;
tax exposure;
previous compliance failures;
pending disputes.

A company with an EMI authorisation may therefore be either a valuable operating platform or a regulated entity requiring costly remediation.

The licence is only one part of the transaction.

What an Electronic Money Institution Can Do

An Electronic Money Institution is a regulated non-bank financial business authorised to issue electronic money.

Depending on the scope of its licence, an EMI may also provide various payment services, including:

opening and maintaining payment accounts;
issuing electronic money;
receiving and transferring customer funds;
executing credit transfers;
processing direct debits;
issuing payment cards;
providing IBAN-based payment products;
making SEPA payments;
offering merchant or corporate payment services;
distributing services through agents or partners.

An EMI is not a bank.

It generally cannot use customer funds for lending in the same way as a credit institution. Funds received from users must be protected through approved safeguarding mechanisms.

Lithuanian EMIs are supervised by the Bank of Lithuania and must comply with the rules governing electronic money, payment services, anti-money laundering, governance, capital, safeguarding and operational resilience.

Why Lithuania Remains Attractive to Payment Businesses

Lithuania has established itself as one of the most prominent European jurisdictions for fintech and payment companies.

Its popularity is based on several practical factors rather than on low regulatory standards.

A Single Financial Regulator

The Bank of Lithuania acts as the main authority responsible for licensing and supervising Lithuanian EMIs.

This creates a comparatively clear regulatory structure. Applicants and licensed institutions deal with one central supervisory institution for the principal elements of authorisation and ongoing compliance.

Access to the European Economic Area

A Lithuanian EMI holding a full authorisation may use the EU passporting framework to provide authorised services in other EEA states.

The company does not need to obtain a completely separate EMI licence in every market. Instead, it can notify its cross-border activities through the relevant regulatory process.

Passporting does not remove local consumer, AML, marketing or tax obligations. Nevertheless, it allows Lithuania to serve as the regulatory base for a wider European operation.

Payment Infrastructure

Eligible Lithuanian EMIs may connect to CENTROlink, the payment system operated by the Bank of Lithuania.

CENTROlink can provide access to SEPA payment infrastructure, subject to technical onboarding, regulatory eligibility and operational requirements.

Since October 2025, qualifying non-bank payment service providers have also been able to apply for direct access to certain TARGET services within the Eurosystem framework.

This development has increased the strategic value of properly managed European EMIs, particularly for companies that want greater control over payment execution.

Experienced Fintech Market

Lithuania has developed an ecosystem of:

compliance professionals;
AML specialists;
payment consultants;
technology providers;
auditors;
legal advisers;
banking and payment infrastructure specialists.

A buyer entering the jurisdiction can therefore access professionals familiar with the operation of regulated payment businesses.

Different Types of Ready-Made EMI Companies

Two companies may both be advertised as “licensed Lithuanian EMIs” while representing completely different investment opportunities.

Before discussing price, the buyer should understand what category the target falls into.

Recently Licensed or Lightly Used EMI

This type of company may have obtained authorisation but conducted little or no meaningful business.

It may have:

a limited operating history;
no material customer base;
basic policies and systems;
minimal staffing;
no stable safeguarding relationship;
incomplete technical infrastructure;
few or no passporting notifications.

Such a target may be cleaner than an active company because it has fewer historic customer liabilities. On the other hand, much of the operational platform may still need to be built.

Dormant EMI

A dormant EMI is not necessarily the same as a clean shelf company.

The institution may have stopped onboarding customers or reduced its activities, but it remains subject to regulatory obligations.

Potential issues include:

outdated policies;
expired commercial agreements;
terminated banking relationships;
insufficient staffing;
unpaid regulatory costs;
capital erosion;
incomplete reporting;
unresolved supervisory findings.

A dormant licence should never be valued without confirming why the company stopped operating.

Operational EMI

An active institution may already process payments and maintain functioning commercial relationships.

Its assets may include:

safeguarding accounts;
payment accounts;
CENTROlink access;
SEPA connectivity;
card issuing arrangements;
programme management contracts;
customer onboarding systems;
transaction-monitoring software;
compliance staff;
operational procedures;
passporting notifications.

An operational EMI may significantly shorten the path to market, but it also carries the highest due diligence burden because the buyer inherits its business history.

Distressed EMI

Some licensed institutions are offered for sale because they are facing financial, compliance, banking or management difficulties.

The seller may present the transaction as a commercial opportunity, while the real motivation may involve:

insufficient capital;
loss of a safeguarding bank;
supervisory pressure;
AML weaknesses;
shareholder disputes;
unprofitable operations;
pending sanctions;
inability to satisfy DORA requirements.

A distressed EMI may still be recoverable, but the acquisition price must reflect the remediation work and regulatory risk.

Full and Restricted EMI Authorisations

Lithuanian law distinguishes between unrestricted and restricted EMI activity.

The difference has a direct effect on the value and usability of the target.

Full EMI Authorisation

A full Electronic Money Institution may issue electronic money and provide approved payment services on a broader scale.

Its main characteristics generally include:

eligibility for EEA passporting;
an initial capital requirement of at least €350,000;
continuing own-funds obligations;
suitability assessment of qualifying shareholders;
fit-and-proper requirements for management;
formal safeguarding arrangements;
extensive AML and governance duties.

The institution must continue meeting its own-funds requirement after authorisation.

The applicable amount may depend on:

the volume of outstanding electronic money;
the services provided;
financial results;
supervisory expectations;
operational risk;
planned business growth.

The statutory minimum should therefore not be treated as the complete capital budget.

Restricted EMI Authorisation

A restricted EMI operates under a narrower Lithuanian regime.

It may benefit from lighter entry requirements, but its commercial possibilities are limited.

A restricted EMI generally:

operates only in Lithuania;
cannot use full EEA passporting rights;
remains subject to volume thresholds;
has limits on outstanding electronic money;
may need to upgrade to a full licence if the permitted limits are exceeded.

A restricted licence may suit a small domestic project. It is normally unsuitable for a business model based on international customers, cross-border IBANs or European expansion.

The buyer should confirm the licence category directly from the official register and regulatory documents.

Licence Scope Must Be Verified Separately

Holding a full EMI licence does not necessarily mean the company can provide every possible payment service.

The authorisation may cover only selected activities.

The buyer should verify:

which payment services are included;
whether card issuing is authorised;
whether payment accounts may be offered;
whether acquiring services are permitted;
whether the company may provide money-remittance services;
whether agents or branches are registered;
which EEA markets have been passported;
whether the notifications remain valid;
whether any restrictions were imposed.

Marketing materials provided by a seller should not be treated as proof of regulatory scope.

Change of Control: The Main Regulatory Condition

The acquisition of a Lithuanian EMI usually requires approval or non-objection from the Bank of Lithuania.

The relevant procedure applies when a person intends to acquire or increase a qualifying holding.

A qualifying holding generally exists where the buyer reaches or crosses specified ownership or voting thresholds, including:

10%;
20%;
30%;
50%;
any level resulting in control over the institution.

Indirect ownership may also be relevant.

If the buyer uses a holding company, investment vehicle or multi-layered group structure, the regulator may assess the entire ownership chain through to the ultimate beneficial owners.

The Bank of Lithuania does not simply confirm that the buyer has enough money to purchase the shares.

It evaluates whether the proposed acquirer is suitable to own and influence a regulated financial institution.

What the Regulator Assesses

The regulatory assessment may cover several areas.

Reputation

The regulator will examine whether the buyer, beneficial owners and connected persons have a satisfactory personal and professional record.

Issues may arise from:

criminal convictions;
regulatory sanctions;
insolvencies;
fraud allegations;
unresolved tax matters;
previous management of failed financial businesses;
misleading information supplied to authorities.

Financial Soundness

The acquirer must show that it has sufficient financial capacity to purchase and support the EMI.

The Bank of Lithuania may review:

audited accounts;
bank balances;
income sources;
assets and liabilities;
acquisition financing;
projected capital injections;
financial commitments to other businesses.

A buyer who can afford the purchase price but cannot finance the EMI after completion may not satisfy the regulator.

Source of Wealth and Source of Funds

The investor must explain both how its overall wealth was accumulated and where the money for the acquisition comes from.

Typical evidence may include:

salary income;
dividends;
business sale agreements;
investment income;
audited company profits;
property sale documents;
inheritance documents;
bank statements;
loan agreements.

Unexplained transfers, circular financing or opaque structures can delay or prevent approval.

Future Strategy

The buyer must present a coherent plan for the institution.

The regulator may expect clarity regarding:

target customers;
products;
geographic markets;
expected transaction volumes;
distribution channels;
outsourcing;
technology;
staffing;
AML risks;
capital requirements;
profitability;
safeguarding.

A vague intention to “develop a fintech platform” is unlikely to be sufficient.

Management Suitability

Incoming directors and senior managers may require a fit-and-proper assessment.

The regulator may consider:

relevant professional experience;
knowledge of payments and electronic money;
AML expertise;
management history;
time commitment;
conflicts of interest;
personal reputation.

The buyer should not select directors solely to satisfy formal local-presence requirements.

Ability to Maintain Prudent Management

The central question is whether the EMI will remain safely managed after the ownership change.

The regulator may challenge a transaction where:

the ownership structure is unnecessarily complex;
management responsibilities are unclear;
the business plan is unrealistic;
funding is insufficient;
AML risks are underestimated;
key functions are excessively outsourced;
governance exists only on paper.

Why the Transaction Must Not Close Before Approval

A share purchase agreement may be signed before the regulatory assessment is complete, but the acquisition should not be finalised until the required non-objection has been received.

The agreement should state that regulatory clearance is a condition precedent.

Until that condition is satisfied, the buyer should not:

exercise voting rights;
appoint management informally;
direct the company’s business;
obtain effective control through contractual arrangements;
withdraw capital or assets;
begin operating as the controlling shareholder.

Completing the acquisition prematurely can lead to:

suspension of voting rights;
regulatory objections;
fines;
restrictions on the institution;
reputational damage;
termination of banking relationships.

The change-of-control procedure is not a notification that can be completed after the sale. It is a mandatory stage of the transaction itself.

Why Buying an Existing EMI Can Be Faster

A ready-made EMI may reduce the amount of work required before commercial launch.

A new applicant must prove that the entire future institution is ready for authorisation.

A buyer of an existing EMI may start with a company that already has:

approved governance;
regulatory reporting routines;
capital in place;
AML policies;
accounting processes;
technical systems;
staff;
safeguarding infrastructure;
scheme agreements.

The buyer must still obtain ownership approval and may need to implement material changes. Nevertheless, acquiring a functional target can remove some of the longest parts of a new licensing project.

The Safeguarding Account May Be More Valuable Than the Licence

Many fintech founders assume that the regulator is the only major gatekeeper.

In practice, securing a safeguarding relationship may be equally difficult.

An EMI must protect customer money. One common approach is to place the funds in a segregated safeguarding account with an eligible credit institution.

Banks apply strict onboarding standards to EMIs because payment companies can present elevated AML, fraud and operational risks.

A newly licensed EMI may spend months searching for a suitable banking partner.

An existing company with a stable safeguarding arrangement may therefore have considerable commercial value.

However, the buyer must determine whether the relationship will survive the acquisition.

The bank may:

require advance notification;
conduct a full review of the new owners;
request a new business plan;
reassess the customer-risk profile;
impose additional conditions;
refuse to continue the relationship.

The safeguarding account should never be treated as automatically transferable.

Infrastructure That May Be Included in the Deal

The buyer should establish precisely which operational assets belong to the target and which are provided by third parties.

Potential infrastructure includes:

core payment software;
electronic money ledger;
customer onboarding platform;
KYC tools;
sanctions-screening systems;
transaction monitoring;
fraud detection;
API integrations;
mobile applications;
web portals;
reconciliation systems;
regulatory reporting software;
card processing;
cloud infrastructure;
customer support tools.

The buyer should verify:

who owns the technology;
whether software licences are transferable;
whether contracts contain change-of-control clauses;
whether the systems can support future volumes;
whether personal data is processed lawfully;
whether the infrastructure complies with DORA;
whether critical functions depend on one supplier.

An impressive technology presentation does not guarantee that the target owns or controls the systems it uses.

Due Diligence Before Purchasing a Lithuanian EMI

A regulated company should not be acquired on the basis of a licence screenshot, a seller’s presentation and several management calls.

The due diligence process must investigate the complete institution.

Corporate Review

The corporate review should cover:

articles of association;
shareholder registers;
beneficial ownership records;
previous share transfers;
shareholder agreements;
board and management appointments;
powers of attorney;
related-party transactions;
subsidiaries;
pledges over shares or assets;
corporate disputes.

The buyer must confirm that the seller legally owns the shares and has the authority to transfer them.

Regulatory Review

The regulatory review should examine:

licence status;
authorised services;
passporting notifications;
regulatory conditions;
supervisory correspondence;
inspection reports;
remediation plans;
warnings;
sanctions;
reporting history;
open regulatory matters.

The buyer should request original communications with the Bank of Lithuania rather than relying on summaries.

AML and Compliance Review

The existence of written policies does not prove that the compliance system works.

A meaningful AML review should test:

customer files;
beneficial ownership verification;
source-of-funds checks;
risk scoring;
enhanced due diligence;
sanctions screening;
PEP controls;
transaction-monitoring alerts;
suspicious transaction reporting;
record retention;
staff training;
internal compliance testing;
independent audit findings.

The review should also determine whether the existing framework is suitable for the buyer’s future business model.

An EMI previously serving low-risk European companies may not be prepared for crypto businesses, high-risk merchants or customers from multiple jurisdictions.

Capital and Financial Review

The buyer should verify more than the nominal amount of share capital.

The analysis should include:

current own-funds calculation;
accumulated profits or losses;
quality of capital instruments;
outstanding shareholder loans;
receivables from related parties;
unpaid liabilities;
liquidity;
regulatory buffers;
future capital needs;
customer money balances;
financial projections.

A company may technically meet the minimum requirement while having insufficient resources to support the acquisition strategy.

Tax Review

The tax due diligence should examine:

corporate income tax;
payroll obligations;
VAT matters;
withholding tax;
transfer pricing;
historic filings;
unpaid liabilities;
tax inspections;
related-party payments.

Tax risks remain with the company after the shares are sold.

Customer and Contract Review

The buyer should understand the institution’s customer base and contractual exposure.

Relevant points include:

number of active customers;
geographic distribution;
customer risk categories;
transaction volumes;
complaint history;
chargebacks;
fraud losses;
dormant accounts;
customer concentration;
material commercial contracts;
termination rights;
service-level obligations.

A small number of high-volume or high-risk clients may create disproportionate exposure.

Safeguarding Review

The safeguarding review should determine:

where customer funds are held;
how often reconciliations are completed;
whether the account is properly designated;
whether differences have occurred;
how funds are separated from the EMI’s own money;
whether alternative safeguarding methods are used;
whether any customer funds have been improperly exposed.

Safeguarding failures can lead to severe regulatory consequences.

Employment and Substance Review

A licensed EMI must have sufficient operational substance.

The buyer should examine:

employment contracts;
management availability;
compliance staffing;
MLRO arrangements;
risk-management responsibilities;
outsourcing of key functions;
employee retention;
local office arrangements;
actual decision-making processes.

A company that appears fully staffed may depend on contractors who are free to leave immediately after completion.

Technology and Cybersecurity Review

Technology due diligence should evaluate:

system architecture;
access management;
encryption;
backups;
disaster recovery;
business continuity;
incident history;
vulnerability management;
penetration testing;
data protection;
vendor dependencies;
software ownership.

The findings should be considered together with the requirements of DORA.

Litigation and Complaint Review

The buyer should identify:

pending court cases;
threatened claims;
customer complaints;
ombudsman matters;
employment disputes;
contractual disagreements;
regulatory appeals;
data-protection complaints.

Even a dispute that appears minor may indicate broader operational weaknesses.

DORA and Operational Resilience

DORA has applied since 17 January 2025 and introduced a more structured framework for managing ICT risk within regulated financial entities.

A Lithuanian EMI should have documented arrangements covering:

ICT governance;
operational risk;
incident classification;
incident reporting;
business continuity;
disaster recovery;
resilience testing;
outsourcing oversight;
critical ICT providers;
contractual protections;
third-party risk registers.

A buyer acquiring a company with weak DORA implementation may need to invest immediately in:

policies;
technical controls;
testing;
vendor-contract amendments;
reporting processes;
governance.

DORA readiness should therefore form part of valuation and post-closing planning.

Typical Structure of the Acquisition

A well-managed EMI acquisition usually proceeds through several stages.

Stage 1: Define the Required Platform

The buyer should first prepare a clear acquisition profile.

The profile should specify:

licence type;
required payment services;
intended EEA markets;
expected transaction volumes;
customer categories;
card requirements;
SEPA requirements;
banking needs;
technical integrations;
staffing expectations;
preferred operational history.

Without defined criteria, the buyer may acquire an institution that does not support the intended product.

Stage 2: Preliminary Target Screening

Potential targets are compared using limited initial information.

The buyer may review:

licence register;
corporate structure;
financial summary;
operational status;
banking relationships;
passporting;
asking price;
regulatory history.

An NDA is normally signed before confidential documents are released.

Stage 3: Buyer Eligibility Assessment

The investor’s own structure should be reviewed before significant transaction costs are incurred.

The analysis should consider:

beneficial ownership;
regulatory history;
funding;
source of wealth;
proposed directors;
group structure;
high-risk jurisdictions;
potential conflicts.

This can reveal issues likely to concern the Bank of Lithuania.

Stage 4: Due Diligence

The buyer conducts a detailed review of the target.

The findings may lead to:

a lower purchase price;
additional warranties;
specific indemnities;
capital injections;
escrow;
retention of part of the price;
termination of certain contracts;
remediation before closing.

Stage 5: Transaction Documentation

The parties prepare and negotiate the share purchase agreement.

The agreement should include provisions dealing with:

regulatory approval;
conduct before completion;
access to information;
maintenance of capital;
safeguarding relationships;
employee retention;
warranties;
indemnities;
long-stop date;
termination if approval is refused.

Stage 6: Regulatory Submission

The qualifying-holding notification is prepared and submitted to the Bank of Lithuania.

The filing may include information about:

buyers;
beneficial owners;
financing;
management;
future strategy;
group structure;
governance;
projected financial position.

Stage 7: Regulatory Review

The regulator may request further information.

The parties should be prepared to answer questions regarding:

acquisition funding;
expected customer profile;
capital planning;
governance;
outsourcing;
AML risk;
management competence;
group supervision.

Incomplete or inconsistent answers can extend the process.

Stage 8: Non-Objection

The transaction proceeds only after the required regulatory decision has been received.

Any conditions attached to the decision should be analysed before completion.

Stage 9: Closing

After all conditions have been met, the parties transfer the shares and implement the agreed corporate changes.

This may involve:

payment of the purchase price;
registration of shareholders;
appointment of directors;
capital injection;
transfer of corporate records;
notification of commercial partners.

Stage 10: Post-Closing Implementation

The buyer must then integrate and adapt the institution.

Post-closing work may include:

updating the business plan;
revising AML policies;
appointing new personnel;
changing outsourcing providers;
notifying banks;
updating passporting;
implementing new technology;
strengthening DORA compliance;
adjusting capital.

The company is not automatically ready for the buyer’s business model on the day of completion.

Documents Commonly Required from the Buyer

The exact regulatory file depends on the buyer’s structure and ownership level.

A typical application may require:

identification documents;
proof of address;
criminal-record certificates;
detailed CVs;
corporate documents;
ownership charts;
beneficial ownership information;
financial statements;
bank statements;
tax records;
source-of-wealth evidence;
source-of-funds evidence;
financing documents;
information on other business interests;
details of regulated activities;
business plan;
financial forecasts;
governance structure;
management responsibilities;
AML and compliance arrangements.

Documents issued outside Lithuania may require:

legalisation;
apostille;
certified translation;
notarisation.

The preparation should begin early because obtaining official records can take time.

Documents Required from the Seller

The seller should provide a structured data room containing, among other things:

company documents;
shareholder records;
licence documents;
regulatory correspondence;
financial statements;
tax filings;
capital calculations;
safeguarding agreements;
bank statements;
customer-fund reconciliations;
AML policies;
risk assessments;
audit reports;
employment contracts;
outsourcing agreements;
technology contracts;
customer statistics;
complaint records;
litigation information;
passporting documents;
insurance policies;
DORA documentation.

A seller unwilling to provide basic regulatory information should be treated with caution.

Purchase Price and Total Acquisition Budget

The value of a ready-made EMI varies widely.

The asking price may depend on:

licence type;
age of the authorisation;
operating history;
revenue;
profitability;
passporting coverage;
safeguarding arrangements;
payment infrastructure;
card partnerships;
technology;
management team;
compliance record;
customer base;
remediation requirements.

A clean but inactive EMI may cost less than an operational business with SEPA infrastructure and banking relationships.

However, the purchase price is only one part of the required investment.

The buyer should also budget for:

due diligence;
legal work;
regulatory preparation;
professional fees;
translation and certification;
capital injections;
regulatory own funds;
management salaries;
compliance personnel;
AML systems;
audits;
technology;
banking;
insurance;
DORA implementation;
post-closing restructuring.

The cheapest target may ultimately become the most expensive if major deficiencies are discovered after completion.

Capital Requirements After the Acquisition

A full Lithuanian EMI must maintain minimum initial capital of €350,000.

In addition, ongoing own funds must be calculated in accordance with applicable requirements.

The actual capital need may be higher because of:

regulatory buffers;
operating losses;
increased outstanding electronic money;
expansion into new markets;
additional payment services;
technology expenditure;
staffing;
remediation;
supervisory expectations.

The buyer should prepare a multi-year capital plan rather than assume that €350,000 is sufficient for the entire project.

When Acquisition May Not Be the Right Choice

Buying an EMI can save time, but it is not always the most efficient solution.

A new licence application may be preferable where:

no suitable target is available;
the seller’s price is excessive;
the company has unresolved compliance problems;
banking relationships are likely to terminate;
the existing technology is unsuitable;
the target’s authorised services do not match the project;
historic liabilities are substantial;
the buyer wants to design governance from the beginning;
remediation would take longer than a new authorisation.

The comparison should consider:

total cost;
realistic timeline;
regulatory risk;
operational readiness;
quality of infrastructure;
flexibility;
long-term strategy.

The existence of a licence alone does not automatically make acquisition the faster route.

EMI Acquisitions and MiCA

MiCA has introduced a specific regulatory framework for crypto-assets within the European Union.

E-money tokens are treated as a regulated category of crypto-asset and may generally be issued only by:

credit institutions;
authorised Electronic Money Institutions.

This creates potential strategic value for an EMI in projects involving tokenised payment instruments or fiat-referenced stablecoins.

However, acquiring an EMI does not provide automatic permission to launch an e-money token.

The institution must also comply with the relevant MiCA obligations, which may include:

preparation of regulatory documentation;
redemption arrangements;
reserve management;
disclosure requirements;
governance;
conflict controls;
marketing restrictions;
regulatory notifications or approvals.

The buyer should therefore assess MiCA and EMI requirements together.

Future PSD3 and Payment Services Regulation Changes

The European payment-services framework is undergoing reform through PSD3 and the proposed Payment Services Regulation.

The final rules are expected to affect areas such as:

authorisation;
fraud prevention;
safeguarding;
consumer protection;
access to payment systems;
open banking;
supervisory cooperation;
reauthorisation or transitional arrangements.

An investor buying an EMI should not assess only current compliance.

The target should also be capable of adapting to the future European regulatory framework.

Legacy systems, weak governance or outdated contracts may create additional costs once the new rules apply.

Key Warning Signs During the Acquisition

A buyer should proceed cautiously where:

the seller refuses to disclose regulatory correspondence;
the company has recently lost its safeguarding bank;
the asking price is unusually low;
key employees plan to leave;
the target has repeated reporting failures;
the capital position is unclear;
the seller cannot explain historic customer activity;
related-party balances are material;
AML files are incomplete;
technology ownership is disputed;
passporting claims cannot be verified;
management has little knowledge of the business;
customer funds and company funds have not been properly reconciled.

Any one of these issues may be manageable. Several together may indicate that the target is unsuitable.

How AMS Europe Assists with Lithuanian EMI Acquisitions

Acquiring a Lithuanian EMI requires coordination between corporate, regulatory, financial, compliance and operational workstreams.

AMS Europe supports clients throughout the transaction.

Our assistance may include:

analysing the proposed business model;
defining the required authorisation scope;
identifying available EMI companies;
comparing potential targets;
reviewing the buyer’s ownership structure;
assessing regulatory eligibility;
coordinating legal and compliance due diligence;
reviewing capital and safeguarding arrangements;
checking authorised activities and passporting;
supporting purchase-agreement negotiations;
preparing the qualifying-holding notification;
compiling fit-and-proper documentation;
assisting with regulatory questions;
coordinating post-closing changes;
supporting banking and compliance implementation.

Where acquisition is not the best solution, we can also assist with establishing and licensing a new Electronic Money Institution in Lithuania.

Considering the purchase of a licensed EMI in Lithuania?

Contact AMS Europe to discuss available companies, buyer eligibility, change-of-control approval, due diligence and post-acquisition implementation.

TALK TO THE EXPERT

Acquire a Ready-Made EMI Company in Lithuania

AMS Europe works with investors, payment providers, fintech founders and international groups seeking access to licensed Lithuanian EMI structures.

We help clients understand what they are purchasing, identify regulatory and operational risks and manage the ownership approval process with the Bank of Lithuania.

Our objective is to create a realistic route to a functioning European electronic money business rather than simply complete the transfer of a licensed company.

Yes. An investor may purchase shares in a Lithuanian company holding an EMI authorisation. The buyer must follow the qualifying-holding and change-of-control requirements applicable to regulated financial institutions.

No. The licence remains attached to the Lithuanian legal entity. The transaction concerns the shares of the company that holds the authorisation.

No. Signing the agreement does not automatically transfer regulatory control. Where approval is required, completion should take place only after the Bank of Lithuania has issued its non-objection.

The regulator does not normally determine the commercial purchase price. It may, however, assess whether the buyer has sufficient financial resources and whether the financing structure is transparent and sustainable.

Acquiring or crossing thresholds such as 10%, 20%, 30% or 50% of the shares or voting rights may trigger the qualifying-holding procedure. Approval may also be required whenever the buyer obtains control.

Generally, the company may continue its existing authorised activities, provided it remains compliant and properly managed. The proposed buyer should not exercise control before approval.

A full EMI may use EEA passporting, but the institution must complete the relevant notification procedure. The buyer should verify which services and countries have already been notified.

They remain associated with the licensed company. However, material changes to the business model, management, services or distribution structure may require further regulatory notifications.

No. €350,000 is the minimum initial capital for a full EMI. The buyer must also fund the purchase price, professional fees, own-funds requirements, compliance, management, technology and ongoing operations.

Possibly, but this depends on the bank. The safeguarding bank will usually review the new owners and may require additional onboarding or decline to continue the relationship.

Both are important, but a licence without safeguarding and payment infrastructure may not support an immediate launch. In some transactions, the banking relationship is one of the most valuable assets.

The licence should be checked in the official Bank of Lithuania register. The buyer should also review the original authorisation decision and recent regulatory correspondence.

Not necessarily, but the issue must be fully understood. The buyer should confirm whether the matter was resolved, whether remediation was completed and whether further supervisory action is possible.

Yes. The regulator may object where the proposed acquirer does not satisfy reputation, financial-soundness, transparency or prudent-management requirements.

The shareholder itself may not always need to have operated an EMI before, but the overall ownership and management structure must demonstrate the competence required to control and manage a regulated institution.

Yes, but the regulator will assess the holding company, its controllers and the ultimate beneficial owners. Additional ownership layers must have a clear commercial purpose and transparent funding.

Not always. It may have fewer customer liabilities, but it may also lack banking, staff and current infrastructure. The regulator may ask how the institution will be restored to active operation.

Yes, subject to regulatory requirements. New directors and senior managers may need to complete a fit-and-proper assessment before appointment.

Potentially, provided the activity falls within the authorised business model and the EMI has appropriate AML, risk and compliance controls. Crypto-related customers may significantly increase the institution’s risk profile.

An authorised EMI may be eligible to issue e-money tokens under MiCA, but additional regulatory requirements apply. The EMI licence alone is not sufficient.

The timeline depends on due diligence, negotiations, document readiness, ownership complexity and regulatory questions. A well-prepared acquisition may be faster than a new EMI application, but it should not be treated as an instant transaction.

The greatest risk is assuming that the licence is the only relevant asset. The buyer inherits the entire company, including its compliance history, contracts, liabilities, staff, technology and regulatory weaknesses.

A new application may be preferable where available targets are overpriced, unsuitable, poorly capitalised or burdened by regulatory and operational problems.

Buying a Licensed EMI Company in Lithuania