AEMI in Lithuania: advantages of a ready-made license for international payment business

For an international fintech business, entering the European market often begins with obtaining a financial license. However, the authorization process can require significant investment, the preparation of extensive documentation, and considerable time for regulatory approval. For this reason, an increasing number of entrepreneurs are considering an alternative: acquiring an existing company that already holds an Electronic Money Institution (EMI) license. Lithuania is one such jurisdiction, boasting a well-developed fintech sector and a regulatory framework integrated into European Union law.

An AEMI (Authorised Electronic Money Institution) is an entity licensed to issue electronic money. In Lithuania, the term "EMI" (Electronic Money Institution) is officially used, and licensing and supervision are handled by the Bank of Lithuania (*Lietuvos bankas*).

A full EMI license allows a company to issue electronic money and provide various payment services as defined by law, including:

• executing money transfers;
• processing payment transactions;
• issuing electronic money;
• providing services related to payment accounts;
• issuing payment instruments and providing acquiring services within the scope of permitted activities.

The primary advantage of a full Lithuanian EMI license is the ability to access markets in other countries within the European Economic Area (EEA) through the "passporting" procedure. This enables a company to expand its operations without the need to obtain a separate, full EMI license in every individual country. Purchasing a company that is already licensed can serve as an alternative to undergoing the authorization process from scratch. This is particularly relevant for investors planning an international launch of payment products who wish to leverage existing corporate and regulatory infrastructure.

Key potential advantages of such a solution include:

1. Time savings during the preparatory phase

Since the company already holds a valid license, the buyer does not need to establish a new legal entity or undergo the entire initial licensing procedure. However, a change in the ownership of a qualifying holding requires a regulatory assessment; therefore, acquiring an existing Electronic Money Institution (EMI) does not automatically allow operations to commence immediately upon signing the agreement.

2. Access to the European market

A full Lithuanian EMI license provides the regulatory framework for offering services in other EEA countries, subject to the completion of the necessary notification procedures. This is especially significant for international payment companies, as it facilitates the scaling of their business within the European market.

3. Existing corporate infrastructure

Depending on the specific company, the buyer may acquire not only the license but also established internal procedures, a compliance function, staff, technological solutions, and existing partnerships. At the same time, holding a license does not guarantee the automatic retention of bank accounts, payment partnerships, or all operational capabilities following a change in ownership. These aspects must be verified separately.

4. Potential for faster scaling

If the acquired company possesses a sound operational structure and complies with regulatory requirements, it can serve as a foundation for developing new payment products. That said, the launch of any new services must remain within the scope of the existing authorization and adhere to the regulator's requirements. Possessing an existing license does not exempt a new owner from compliance with regulatory requirements. In Lithuania, a full EMI (Electronic Money Institution) license requires a minimum initial capital of €350,000. Furthermore, the company must adhere to requirements regarding own funds, corporate governance, the safeguarding of client funds, and financial monitoring.

Particular attention is paid to:

• AML/KYC procedures and client verification;
• the source of funds and the reputation of the owners;
• the qualifications of management;
• information security and risk management;
• the protection of client funds;
• regulatory reporting and internal controls.

Therefore, acquiring an EMI should not be viewed merely as purchasing a document, but rather as an investment in a regulated financial business that entails ongoing legal obligations.

What should be checked before acquiring an existing EMI? The most critical stage of such a transaction is a comprehensive legal and regulatory audit (Due Diligence). Even a company with a valid license may carry risks that could significantly impact the buyer's future operations. Before the acquisition, it is essential to verify:

• the validity of the license and the scope of authorized services;
• the history of regulatory inspections and any potential sanctions;
• the company's financial standing and compliance with capital requirements;
• the existence of any legal disputes or outstanding obligations;
• the effectiveness of AML/KYC and compliance procedures;
• existing agreements with banks, payment systems, and technology partners requirements regarding the approval of changes in ownership and management.

It is particularly important to assess whether the existing license aligns with the buyer’s business model. Not every licensed EMI is automatically suitable for any given payment product. Acquiring an existing EMI in Lithuania can be an effective way for an international payment business to enter the European market. Possessing a valid license, the ability to utilize "passporting" rights, and an established corporate infrastructure offer distinct advantages compared to launching a financial institution from scratch. At the same time, the success of such investments depend on the company’s legal standing, financial health, regulatory history, and the proper execution of the change of ownership.

Are you planning to acquire an existing EMI (Electronic Money Institution) in Lithuania or enter the European payment services market? Contact Antwort Law! Our lawyers will help you select a suitable licensed company, conduct comprehensive legal due diligence, assess regulatory risks, and guide you through the acquisition process. We provide legal support at every stage—from determining the optimal structure to preparing the business for operations in the international market. Reach out to Antwort Law to discuss your project and find the best solution for its implementation.

Lidia Ivanova

International lawyer
Antwort Law