Since MiCA became fully applicable and the transitional periods ended, every firm that wants to provide crypto-asset services in the EU needs a CASP authorization. Preparing a new application takes months, so many founders ask about the alternative: buying a company that already holds one. This route can be faster. It is not instant, it is not a way around the regulator, and the price of a licensed company reflects that it comes with history, obligations and sometimes problems. This article compares both routes honestly. For transaction support, see ready-made regulated companies.
Not legal advice. This is a general overview of the logic of both routes. Each member state's practice differs; work with counsel in the relevant country.
The key fact: the licence does not simply transfer
Under MiCA, anyone who intends to acquire a qualifying holding in a CASP, generally 10% or more of the capital or voting rights, or to cross the 20%, 30% or 50% thresholds, must notify the competent authority in advance. The authority assesses the buyer's reputation, financial soundness, the source of funds and the impact on the firm, and it can oppose the acquisition. The formal assessment period is up to 60 working days and can be extended when the authority asks for more information. New managers must also pass a fit-and-proper assessment. So buying a licensed company means a regulatory approval process, just a different one from a new application.
Side by side
| New MiCA application | Acquiring a licensed CASP | |
|---|---|---|
| What you get | A new entity built for your business model | An existing entity with its authorization, history, contracts and staff |
| Regulatory process | Full authorization review | Change-of-control approval and fit-and-proper review of new managers |
| Typical timeline | Usually many months, including preparation and review | Often shorter, but includes finding a target, due diligence, approval and integration |
| Main costs | Capital, team, legal and preparation work | The purchase price plus capital, team, legal and due diligence |
| Scope of services | You choose what to apply for | Limited to the services already authorized; extending scope needs approval |
| Hidden risk | Low: clean history | Higher: past compliance issues, liabilities and supervisory findings come with the company |
Due diligence checklist
If you consider buying, check at least the following before signing anything binding:
- Authorization status. Is the firm listed in the public register? Which services exactly does the authorization cover? Have passporting notifications been made, and for which countries?
- Activity. Is the firm actually operating? A CASP authorization can be withdrawn, among other grounds, if it hasn't been used within 12 months or if services stopped for more than nine consecutive months.
- Supervisory history. Inspections, findings, remediation plans, sanctions, open requests from the regulator.
- AML and compliance. Quality of KYC files, transaction monitoring, suspicious activity reporting, travel rule implementation.
- Capital and finances. Own funds against MiCA requirements, audited accounts, debts, guarantees, tax position.
- People and substance. Who are the managers and key function holders, will they stay, is there real presence in the member state?
- Clients and assets. Existing clients, safeguarding of client assets, complaints, litigation.
- Contracts and technology. Outsourcing, IT systems, ICT resilience, banking and payment partners, and whether they survive a change of owner.
When buying makes sense
- The authorization already covers the services you need, in a member state that suits you.
- The firm is active, clean and has substance you can keep.
- Speed has a measurable value for your business that justifies the price and the risk.
- You have the budget for the purchase and for rebuilding anything due diligence reveals.
When a new application is better
- Your business model differs from the target's authorized services.
- Available targets have unclear histories or are dormant.
- You want a clean entity designed for your governance and technology from day one.
- The price premium for a licensed company is higher than the cost of the time you'd save.
Ready-made companies without a licence
The phrase "ready-made company" is also used for ordinary companies with some history, for example a UK Ltd incorporated earlier. Such a company can be useful when a partner or tender looks at the incorporation date, but it carries no financial licence. Examples are in ready-made companies. Don't confuse the two: an unlicensed company with history does not let you provide crypto-asset services in the EU.
Common mistakes
- Paying a deposit before checking the register and the exact scope of the authorization.
- Assuming the regulator will approve the change of control automatically.
- Ignoring the cost of fixing compliance gaps after the purchase.
- Buying a dormant licence that is at risk of withdrawal.
- Planning to keep a passive "licence holder" while the real business runs elsewhere; regulators expect real management in the entity.
Frequently asked questions
Is buying a licensed company always faster?
Often, but not always. Finding a suitable target, due diligence and the change-of-control approval can take months. A well-prepared new application can sometimes be comparable.
Can the regulator refuse the new owner?
Yes. The competent authority can oppose the acquisition if the buyer does not meet the assessment criteria.
Does the authorization cover everything the company did before?
Only the services listed in the authorization. Anything else needs an extension approved by the regulator.
How much does a licensed CASP cost?
Prices vary widely by country, scope and condition of the firm. Compare the price with the full cost of a new application, including the time to launch.
Compare your options. On the MiCA / CASP licensing page we'll compare a new application with available acquisitions for your business model. For acquisitions, see ready-made regulated companies; for the wider picture, Canada MSB vs MiCA CASP.