For a fintech founder who wants a licensed footing in the EU without waiting out a full authorisation cycle, acquiring a ready-made PI company in Lithuania is often the shortest realistic path. Rather than filing a fresh application and losing the better part of a year, the purchaser takes over the shares of an existing Lithuanian entity that already carries a payment institution licence granted by the country’s central bank. Nothing happens to the licence itself — it remains attached to the company. What the regulator scrutinises is the new shareholder, because every change of control over a licensed payment firm needs its blessing before closing.
This guide walks through what a ready-made payment institution actually is, how the Lithuanian regulator vets an incoming owner, the stages a typical share deal passes through, and the pitfalls that sink deals most often.
What the Buyer Actually Receives
Strip away the marketing and what is really on offer — a ready-made payment institution, or PI company — is simple: a UAB (Lithuania’s private limited form) that earned its PI authorisation from the Bank of Lithuania at some point and has kept that permission alive. The permission rests on PSD2 (Directive (EU) 2015/2366), and its exact content varies from firm to firm. Some entities may only move funds for clients; others additionally run accounts, process card turnover for merchants, trigger transactions on a user’s instruction, or read account data under open-banking rules.
The permit itself never changes hands. Lithuanian legislation offers no mechanism for detaching an authorisation from its holder — the paper is welded to the company. Buying a PI licence for sale therefore always means buying shares, and shares arrive wrapped in history: every report the firm ever filed, every account it opened, every promise it made to the supervisor now belongs to you.
Why the Market Gravitates to Lithuania
Relative to its population, Lithuania has authorised more payment and e-money firms than any other country in the EU. Buyers keep coming for four practical reasons.
English as the working language. All communication with the regulator — the application file, ongoing reporting, meetings — happens in English. In most other continental jurisdictions, documents still have to be prepared in the local language.
Access to the whole EU market. A company with a full Lithuanian PI licence can offer its services in any EU or EEA country. No separate local licence is needed: the Lithuanian regulator simply notifies its counterpart in the destination country, and the firm may start working there.
Direct connection to SEPA. Through CENTROlink — the payment infrastructure run by the Bank of Lithuania — a licensed company sends and receives SEPA payments directly, without paying a commercial bank for access.
Clear capital requirements. The minimum starting capital is fixed by law and depends on the services provided: €20,000 if the company only transfers money, €50,000 if it only offers payment initiation, and €125,000 for the widest set of services (payment accounts, card acquiring, issuing payment instruments).
One caveat is worth spelling out. Besides the full licence, Lithuania issues a restricted one — the socalled “small PI” licence. A company holding it may operate only inside Lithuania: its transaction volume is capped at an average of €3 million per month, and the licence cannot be extended to other EU countries. So the first question to ask any seller is which of the two licences the company holds — full or restricted. The market value of the two differs enormously.
No Deal Without the Regulator’s Approval
Here is the key difference between this transaction and the purchase of an ordinary company: the new shareholder needs prior approval from the Bank of Lithuania. The rule covers anyone who acquires 10% of the company or more — in shares or in voting rights, directly or through other entities — and anyone who otherwise gains real influence over how the business is run. The buyer notifies the regulator in advance, and the shares cannot legally change hands until the regulator gives its consent.
What exactly does the regulator check? Four areas:
The buyer. Who ultimately stands behind the purchase — the actual people at the top of the ownership chain, their reputation and business record.
The money. Where the funds for the purchase come from. Their origin must be lawful and confirmed by documents, from the first euro to the last.
The management. Who will run the company after the deal — the qualifications, experience and clean record of the future directors.
The plan. How the business will operate under the new owner: whether the company will still meet its capital requirements, protect client money and comply with anti-money-laundering rules.
In essence, the buyer goes through a check of the same depth as a company applying for a brand-new licence. The difference is that the licence file already exists — the regulator only examines the new owner, not the whole business from scratch. That is why a well-prepared purchase usually moves faster than a new application: there, the formal review alone takes three months, and in practice longer, once the regulator starts asking follow-up questions.
Six Stages of the Deal
In practice, the purchase moves through six stages.
- Selecting the company. First the buyer checks the basics: which licence the target holds (full or restricted), which payment services it is allowed to provide, whether it already operates in other EU countries, and whether the business is active or dormant.
- Due diligence. Lawyers and compliance specialists study the company from the inside: corporate documents, the licensing file, letters to and from the regulator, how client money is protected, the anti-money-laundering system, bank accounts, contracts — and whether the supervisor has ever raised claims against the company.
- Signing the contract. The sale contract (SPA) is drafted so that the deal closes only after the Bank of Lithuania approves the new owner. Paying for and receiving the shares before that approval is prohibited by law.
- Preparing the file for the regulator. The buyer assembles the notification package: documents on all owners up to the individuals at the top of the structure, information on the future managers, and the updated business plan.
- Review by the regulator. The central bank studies the file and usually sends follow-up questions. The faster and more completely the buyer answers, the shorter the whole process.
- Completing the deal. The shares are transferred, new directors are appointed, the changes are recorded in the Register of Legal Entities, and — where required — clients and partners are informed about the new ownership.
What Documents the Buyer Prepares
For a foreign buyer, the paperwork is the most labour-intensive part of the project. As a rule, the regulator expects to receive:
Identity and ownership documents. Passports and corporate extracts for every level of the structure — down to the individuals who ultimately own the business.
Proof of the money’s origin. Documents confirming that the funds were earned legally — both the amount paid for the company and the capital planned for its future operations.
Documents on the people. CVs, certificates of no criminal record and “fit and proper” questionnaires — for the owners as well as for the future managers.
A business plan. With financial projections the regulator can take seriously.
Updated internal policies. Anti-money-laundering procedures, protection of client funds, risk management and internal control — all rewritten to fit the new business model.
Typical Mistakes That Ruin the Deal
Most failed purchases come down to one of three errors.
Mistake 1: closing the deal before the approval. The buyer handles the purchase like a routine corporate acquisition and receives the shares before the regulator has given consent. This is not a formality: such a transfer violates the law and can cost the company its licence.
Mistake 2: saving on due diligence. The problems surface only after the money has been paid: the supervisor has open claims against the company, the bank holding the client-fund accounts has quietly closed them, or the licence turns out to be the restricted one, which does not work outside Lithuania.
Mistake 3: an unclear origin of the money. Buyers regularly underestimate how deeply the regulator digs into the financing of the deal. If the source of the purchase price cannot be confirmed with documents, the review simply stalls.
An example from practice. An investor group found a dormant licensed company in Lithuania at an attractive price. During the audit it emerged that the firm had not filed mandatory reports to the supervisor for two periods running. The deal still went ahead — but the parties first renegotiated the price, added warranties to the contract and agreed on a plan to fix the violations, and only then submitted the notification. Had this surfaced after closing, it would have cost the buyer far more.
Where AMS Europe Fits
Tell us about your project — we will map the fastest route to a licensed payment business.
AMS Europe works with clients on both scenarios: buying an existing licensed company and obtaining a new licence. If you choose the purchase, we handle the project end to end — we find and screen the target, audit its legal and regulatory history, structure the transaction, prepare the shareholder file for the central bank, answer the regulator’s follow-up questions and complete the corporate changes after closing. If the analysis shows that a new licence suits your project better, we prepare and manage that application instead. Which option is right depends on how fast you need to launch, what product you are building and how much risk you accept — we put both scenarios side by side, with figures, before any money is spent.
Thinking about buying a licensed payment firm in Lithuania or elsewhere in Europe? AMS Europe offers ready-made regulated companies in several countries: payment institutions, e-money institutions, crypto firms licensed under MiCA, and Swiss companies with SRO membership. We vet the target, carry out the due diligence, draft the filings for the regulator and stay involved until you hold full control of the business. And if your plans call for a brand-new licence, that work is ours too.
FAQ: ready-made PI company in Lithuania
Can the licence be bought separately from the company?
No. Under Lithuanian law, the licence is inseparable from the legal entity that received it. The only way to get it is to buy the company’s shares — and the Bank of Lithuania must approve the new owner in advance.
How long does the purchase take?
It depends on two things: how well the buyer’s file is prepared and how complex the ownership structure is. A well-prepared deal normally closes within several months — quicker than getting a licence from scratch, where the formal three-month review is regularly extended.
Who does the regulator check during the deal?
Everyone who receives 10% of the company or more (in shares or in votes), the real people standing behind them, and the future managers. The regulator looks at their reputation, financial position, the source of the deal’s financing and their professional experience.
Does the licence work across Europe?
A full licence does: after the two regulators exchange notifications, services may be offered in any EU/EEA state. The restricted “small PI” licence works only inside Lithuania.
What do you check in the target company before the deal?
First, the type of licence — full or restricted — and the exact list of permitted services. Then: in which countries the company is already allowed to work, where client funds are held and whether the banks servicing those accounts stay in place, how the anti-money-laundering system is organised, whether reports were submitted on time, whether the regulator has open claims against the firm, what contracts and debts it carries — and what reputation its current owners have.
