Looking for a ready-made PI company in the Czech Republic?

A Faster Route to a Licensed Payment Institution

Ready-made Czech Payment Institution for sale with PSD2 licence

Launching a regulated payments business in Europe is rarely delayed by the commercial idea alone. The longer part is usually regulatory preparation: defining the service model, documenting governance, arranging the safeguarding of customer funds, building the AML/CFT framework and responding to questions from the supervisory authority.

Acquiring an existing Czech Payment Institution (PI) can reduce that lead time. Instead of submitting a completely new authorisation application, the buyer purchases shares in a company that already holds a licence from the Czech National Bank (ČNB). The transaction may therefore offer a quicker route to the market, but it is not a shortcut around regulatory scrutiny.

The buyer still needs a credible ownership structure, verifiable funding, suitable management and a realistic operating model. The target must also be examined as a regulated business, not merely as a company with an attractive entry in a public register.

This guide explains what a Czech PI may do, how it differs from a small-scale provider, what happens to the licence when the company is sold and which checks should be completed before the acquisition closes.

What Is a Czech Payment Institution?

A Payment Institution is a non-bank financial undertaking authorised to provide specified payment services. In Czechia, these businesses are governed primarily by Act No. 370/2017 Coll., on Payment Systems, which implements Directive (EU) 2015/2366 (PSD2). The ČNB is responsible for licensing and supervising Czech payment institutions.

Depending on its authorised scope, a PI may provide services such as:

operating payment accounts;
executing credit transfers, direct debits and card payments;
issuing payment instruments;
acquiring payment transactions;
providing money-remittance services;
initiating payments on behalf of users (PIS);
providing account information services (AIS), where included in the permitted scope.

A PI does not automatically have the right to issue electronic money. A business model that requires stored monetary value or an e-wallet with electronic-money issuance may require an Electronic Money Institution (EMI) authorisation instead.

Full PI or Small-Scale Payment Service Provider?

The distinction is commercially significant. A Czech small-scale payment service provider operates under a lighter domestic regime and is subject to a transaction-volume ceiling. Under the PSD2 framework, the relevant monthly average may not exceed the equivalent of EUR 3 million. It also does not receive the EEA passporting rights available to a fully authorised PI.

A full PI is designed for a broader regulated operation. It is not restricted by the same small-provider volume limit and, after completing the relevant notification procedure, may provide authorised services elsewhere in the European Economic Area.

Before looking for a company to buy, the founders should therefore settle three questions:

Which payment services will the business actually provide?
Will it hold or issue electronic money?
Is cross-border expansion within the EEA part of the plan?

The answers determine whether the appropriate target is a PI, an EMI, a small-scale provider or another regulated structure.

Why Consider Buying an Existing PI?

The main commercial argument is not that the regulatory process disappears. It is that the target has already passed through authorisation and has an established legal and compliance framework.

For a suitable buyer, this can provide several advantages.

A shorter path to launch

A new application requires extensive preparation before the ČNB can assess a complete file. An acquisition starts with an already-authorised entity, although the change of control and any replacement of management still need to be handled correctly.

Existing regulatory infrastructure

An active and properly maintained institution should already have governance arrangements, internal controls, AML/KYC procedures, safeguarding rules, reporting processes and ICT documentation. These materials will normally need to be updated for the buyer’s business model, but the work does not necessarily begin with a blank page.

Operational history

A target may have submitted regulatory reports, maintained accounting records and communicated with the ČNB over several reporting periods. That history can help a buyer understand how the company has operated. It can also reveal problems, which is why the history must be reviewed rather than treated as an automatic benefit.

Banking and safeguarding arrangements

An existing PI may already hold operational and safeguarding accounts. Such relationships can be valuable, but they should never be included in the valuation without confirmation from the relevant bank or partner. A change in ownership, management or business model may trigger a new onboarding assessment.

The label ready-made should therefore be understood as already authorised, not immediately usable without conditions.

Licence Scope and Minimum Capital

The value of a PI depends first on the services listed in its authorisation. A company licensed only for money remittance cannot simply begin acquiring card payments or operating payment accounts because a new shareholder wants to change the business model.

Under Article 7 of PSD2, the initial capital thresholds depend on the services provided:

Authorised activity	PSD2 initial capital
Money remittance only	EUR 20,000
Payment initiation services only	EUR 50,000
Services such as operating payment accounts, executing transactions, issuing payment instruments or acquiring	EUR 125,000

These figures should not be confused with the institution’s complete ongoing prudential requirement. After authorisation, a PI must maintain own funds in accordance with the applicable calculation rules, and the required amount may be higher than the initial-capital floor.

Before agreeing a purchase price, the buyer should verify:

every service covered by the ČNB authorisation;
any limitations or conditions attached to the licence;
the latest own-funds calculation;
whether the current business differs from the activity originally approved;
whether the proposed model requires an extension of scope.

The target’s status and authorised activities should also be checked directly in the ČNB lists of regulated and registered entities.

EEA Passporting: What the Czech Licence Can Unlock

A full Czech PI can use the PSD2 passport to provide its authorised services in other EEA countries. This may be done on a cross-border basis or through an establishment such as a branch or agent, depending on the proposed structure.

Passporting is a notification procedure between the home and host authorities. It is not permission to launch any payment product anywhere in Europe without further analysis. The PI remains limited to the services covered by its Czech authorisation and must account for host-state conduct, consumer, AML and other applicable requirements.

For that reason, an acquisition plan should distinguish between:

the licence already held by the target;
countries into which that licence has already been passported;
additional notifications required after completion;
local operational requirements in each intended market.

The passport is commercially valuable, but only when its scope matches the actual product.

What Happens to the Licence When the Company Is Sold?

The PI authorisation belongs to the legal entity. In a share transaction, that entity remains the licence holder; the licence is not detached from the company and assigned to the buyer as a separate asset.

However, continuity of the legal entity does not make the ownership change private or automatic. A person planning to acquire a qualifying holding must notify the ČNB in advance. A qualifying holding generally begins at 10% of capital or voting rights, or where the holding makes it possible to exercise significant influence over management. Further advance notifications apply when a holding reaches or exceeds 20%, 30% or 50%, or when the institution becomes a subsidiary.

The ČNB may assess matters including:

the identity, reputation and financial standing of the proposed acquirer;
the transparency of the ownership and group structure;
the origin and availability of acquisition funds;
the suitability and experience of proposed directors and key function holders;
the post-acquisition business plan;
whether the PI can continue to be managed in a sound and prudent manner;
whether the structure creates AML/CFT or supervisory concerns.

This regulatory workstream should be built into the transaction from the start. The share purchase agreement, closing conditions, funding evidence, management appointments and ČNB notification need to support one coherent transaction.

Completing the share transfer first and attempting to explain the new control structure afterwards can put both the deal and the institution at risk.

How the Acquisition Process Usually Works

Although the details depend on the target and buyer, a properly structured acquisition normally includes the following stages.

1. Map the proposed payment model

The buyer defines customer groups, payment flows, countries, currencies, distribution channels and the exact services to be offered. This prevents the search from producing a company whose authorisation is impressive on paper but unsuitable in practice.

2. Select and screen the target

Potential targets are compared by licence scope, operational status, corporate history, own funds, banking arrangements, passporting footprint, personnel and price. The ČNB register is the starting point, not the end of the review.

3. Conduct regulatory, legal and financial due diligence

The review should cover corporate records, financial statements, taxes, litigation, contracts, regulatory correspondence, AML files, safeguarding reconciliations, complaints, outsourcing, data protection, ICT risks and previous breaches or remediation measures.

4. Design the ownership and management structure

The buyer identifies direct and indirect shareholders, ultimate beneficial owners, funding sources, directors and key control functions. Gaps in experience or local substance should be resolved before the regulatory filing is made.

5. Prepare the transaction and regulatory notification together

The purchase documentation should reflect the regulatory sequence and include appropriate conditions precedent. Information submitted to the ČNB must be consistent with the commercial documents and the buyer’s post-closing plan.

6. Complete and stabilise the business

After the regulatory position permits completion, the new owner must implement the approved model. Policies, outsourcing agreements, risk controls, reporting responsibilities and banking arrangements may all require updates. Any licence extension or new passport notification is handled as a separate workstream.

Due Diligence: What Must Be Examined Before Closing

Buying shares means taking over the company’s history as well as its authorisation. A clean-looking licence does not reveal tax arrears, weak safeguarding reconciliations, unresolved customer complaints or an outdated AML framework.

A buyer should investigate at least the following areas.

Regulatory record

Confirm the exact licence scope, review correspondence with the ČNB and identify inspections, warnings, remediation plans, restrictions or open information requests.

Safeguarding of customer funds

Check how relevant customer money is protected, where safeguarding accounts are maintained, how reconciliations are performed and whether historic shortfalls or late reconciliations occurred.

AML/CFT controls

Review the risk assessment, customer acceptance rules, transaction-monitoring setup, sanctions screening, suspicious-transaction procedures, staff training and the work of the AML officer or MLRO.

Financial and tax position

Analyse capital adequacy, own-funds calculations, liabilities, receivables, audit findings, tax filings and any off-balance-sheet exposure.

Technology and outsourcing

Identify critical providers, cloud and software dependencies, access rights, cyber incidents, business-continuity arrangements and termination risks in material contracts.

Commercial and banking relationships

Determine whether key agreements contain change-of-control clauses. Banks, processors, card schemes, insurers and safeguarding partners may be entitled to review or terminate the relationship after a sale.

Where findings cannot be eliminated before completion, they should be reflected in the transaction structure through closing conditions, warranties, indemnities, retention mechanisms or a revised price.

Czech Substance and Ongoing Compliance

A Czech PI cannot be treated as a licence plate attached to an operation managed entirely elsewhere. Its registered office and head office must be in Czechia, and at least part of its payment-services activity must genuinely be carried on there.

After the acquisition, the institution must continue to meet requirements relating to:

safeguarding payment-service users’ funds;
governance and internal control functions;
the fitness and propriety of management and qualifying shareholders;
AML/CFT obligations under Act No. 253/2008 Coll.;
suspicious-transaction reporting to the Financial Analytical Office (FAÚ);
periodic and event-driven reporting to the ČNB;
operational continuity, outsourcing and ICT risk;
DORA obligations where the regulation applies to the institution.

A dormant company may require more remediation than expected. If key personnel have left, policies have not been updated or the institution has ceased genuine activity, the authorisation alone may not justify the purchase.

Five Costly Mistakes Buyers Can Avoid

1. Valuing the target by the word “licensed”

Two PIs may hold materially different permissions and carry very different compliance histories. The register entry must be read alongside the underlying records.

2. Treating the ČNB notification as post-closing paperwork

The assessment of the new qualifying holder is part of the acquisition itself. It affects the timetable, documents, funding and conditions for completion.

3. Assuming every existing contract will remain in place

A share sale can prompt banks and material service providers to repeat due diligence or exercise change-of-control rights.

4. Ignoring inherited exposure

Historic tax, contractual, employment, customer and regulatory liabilities remain in the company after its shares change hands.

5. Planning a virtual operation with no local decision-making

Weak substance and unclear responsibility for key functions can undermine the credibility of the post-acquisition model.

PSD3 and PSR: Planning for the Next EU Payments Framework

The EU is reforming the current payments regime through a proposed third Payment Services Directive (PSD3) and a directly applicable Payment Services Regulation (PSR). A provisional political agreement was reached in November 2025, and the Council’s Permanent Representatives Committee confirmed the compromise in April 2026.

The reform process is important for anyone purchasing a PI, but it should not be described as if the new regime were already in force. Formal adoption, publication and final transitional provisions determine when particular obligations apply and how existing authorisations must be treated.

For current transactions, the practical approach is to:

comply with the PSD2-based Czech framework that remains applicable;
assess whether the target’s governance, fraud controls and technology can accommodate the expected reforms;
avoid relying on speculative implementation dates in the acquisition timetable;
monitor the final PSD3 and PSR texts and any ČNB guidance on transition or reauthorisation.

Regulatory change is a reason to strengthen due diligence, not necessarily a reason to postpone a suitable transaction.

How AMS Europe Supports PI Acquisitions

AMS Europe assists clients with both entry routes: applying for a new Czech PI authorisation and acquiring an already-licensed company.

For ready-made PI transactions, our work may include:

defining the required licence scope;
identifying and screening a suitable target;
coordinating regulatory, corporate and financial due diligence;
structuring the share transfer and change of control;
preparing documents for the qualifying-holding notification;
supporting management and governance changes;
updating the operating and compliance framework after completion;
assisting with additional EEA passporting or a licence-scope extension where required.

The objective is not simply to complete a share sale. It is to ensure that the acquired institution can continue operating as a credible, properly governed and compliant payments business.

You acquire shares in the company that holds the authorisation. The licence remains with that legal entity; it is not sold as a separate transferable asset. The company also retains its contracts, obligations, records and historic liabilities.

Foreign ownership is not automatically excluded. However, the ČNB must be able to identify and assess the direct and indirect owners, beneficial owners, source of funds and group structure. The proposed governance must also allow effective supervision of the Czech institution.

Not necessarily. The buyer must first complete the required change-of-control process. The existing licence must cover the intended services, and operational changes may require new policies, personnel, banking approval, passport notifications or an extension of authorisation.

There is no automatic guarantee. Banks and safeguarding providers may reassess the institution after changes to ownership, management, transaction flows or customer profile. Their consent or continued support should be verified before closing whenever possible.

Potentially, yes, but an extension is a regulatory project rather than an internal corporate decision. The PI may need to submit additional business, capital, governance, safeguarding, risk and technical documentation before offering the new service.

It can suit a genuinely limited domestic model, but it carries a transaction-volume ceiling and does not provide EEA passporting. Choosing it only because the acquisition price is lower can create an expensive restructuring once the business begins to scale.

It is often faster when the target is clean, active and closely aligned with the buyer’s model. The advantage can disappear if the company needs extensive remediation, the licence scope is insufficient, banking relationships fail or the ownership structure is difficult to approve. A route comparison should therefore be completed before committing to a target.