Ready-made EMI in Lithuania: why buying an existing business can be more advantageous than obtaining a license from scratch

If you are planning to launch a fintech or payment business in the EU, one of the first questions is how to obtain the necessary license. You could set up a company in Lithuania and go through the entire licensing process from scratch. Alternatively, you could consider acquiring an existing Electronic Money Institution (EMI). For an entrepreneur, the latter option may be far more attractive if the primary goal is not merely to obtain a license, but to launch an actual financial business as quickly as possible.

An Electronic Money Institution (EMI) is a licensed financial institution authorized to issue electronic money and provide payment services defined by law. For a fintech business, this can mean the ability to offer payment accounts, handle electronic money, execute transfers, and build proprietary payment products. Lithuania is one of the most popular locations for such projects in the EU. EMIs licensed in Lithuania can provide their services in other countries within the European Economic Area (EEA) by following established procedures. This is why a ready-made EMI can be of interest not only to a company intending to operate in Lithuania but also to an international fintech business targeting the European market.

What does obtaining an EMI license from scratch entail? Imagine you are launching a fintech startup. You have a business model, a team, and a product, but no license.

You must establish a legal structure, prepare a business plan, outline the planned payment services, set up risk management systems and AML/KYC procedures, implement IT and security solutions, appoint management and key personnel, compile the necessary documentation, and undergo the authorization process. In other words, registering the company is just the beginning. For a financial business, the regulator evaluates not only the company's documents but also its actual readiness to provide financial services safely. In Lithuania, the EMI authorization process is handled by the Bank of Lithuania, and a standard EMI license requires initial capital of at least €350,000.

For an entrepreneur, this implies a significant investment of time and preparation costs, as well as the need to navigate the entire process before the business can fully utilize its licensed operating model. In this scenario, you do not start with a blank slate. You acquire an existing, regulated business that already possesses a licensing history and an established structure.

Depending on the specific company, the following assets may be included:

• an active EMI license;
• a corporate structure;
• an established compliance system;
• AML/KYC procedures;
• internal policies and documentation;
• payment technology infrastructure;
• banking and payment partnerships;
• the company’s operational history;
• a team and necessary management processes.

The specific set of assets depends on the particular EMI the investor is purchasing. Therefore, a "ready-made EMI" is not a one-size-fits-all product with a standardized set of capabilities.

Why might this be more advantageous?

1. You save time: For a fintech business, time can be more valuable than the license itself. While a company undergoes the authorization process, its product may not operate at full capacity, and the business may fail to generate projected revenue.

Acquiring an active EMI allows you to start with an existing regulated structure rather than going through the entire process from scratch.

This is particularly relevant when an investor already has a finished product, a client base, or a business model and wants to move quickly to scaling operations.

2. No need to build the entire system from scratch: Obtaining EMI status involves more than just securing a document labeled "license." The regulatory framework encompasses internal policies, risk management, AML/KYC protocols, governance, and other operational processes.

In a ready-made company, a significant portion of this structure may already be in place.

However, this does not mean the new owner can simply buy the company and do nothing else. Following the change of ownership, it is essential to ensure the company remains compliant with current regulatory requirements.

3. Access to existing business infrastructure: In some cases, the buyer acquires not merely a licensed legal entity, but a business complete with payment partners, technology, contracts, and an operational history.

For the new owner, this can hold far greater value than the license itself.

After all, obtaining authorization to operate is just one part of the equation. It is a completely different matter to have an existing infrastructure that can be adapted for your own fintech product.

Can you simply buy an EMI and change the owner? No. And this is a crucial point. Acquiring a licensed financial company is not the same as a standard purchase of a legal entity. A change in ownership or control structure of a regulated company may require prior regulatory approval and a specific procedure.

Therefore, before finalizing the agreement, you need to verify not only the license itself but also the specific process for the change of control. This is precisely where legal due diligence becomes essential.

What should you check before buying an existing EMI? Let’s assume you are offered an existing EMI in Lithuania at an attractive price. At first glance, the deal seems simple: buy the company, get the license.

However, before making the acquisition, you need to answer a number of critical questions:

– Does the license actually exist?

– What specific list of payment services does it cover?

– Has the company had issues with the regulator?

– Are there any outstanding lawsuits or debts?

– Who are the banking and payment partners?

– Do key contracts remain valid after the change of ownership?

– Do AML/KYC procedures meet current requirements?

– What is the company’s financial history?

– Is there an existing client base and actual transaction activity?

– What changes will require regulatory approval post-acquisition?

– Does the existing structure align with your business model?

This is crucial, as a "cheap" EMI isn't always a bargain. If, after the purchase, you have to completely overhaul compliance, switch partners, or resolve legacy regulatory issues, the time savings may exist only on paper.

For whom is a ready-made EMI suitable?

This option is particularly attractive to entrepreneurs who:

• already have a fintech product;
• plan to launch a payment service in the EU;
• want to work with e-money and payment services;
• already have clients and do not want to spend years building a regulated structure;
• plan to scale into other EU countries;
• want to acquire not just a license, but also a ready-to-use financial infrastructure.

A ready-made EMI is not suitable for every business. If you have a non-standard model, want full control over the structure from the outset, or plan to build a company around a specific long-term strategy, obtaining your own license might be the more logical choice. Therefore, the question isn't simply "ready-made EMI vs. new license." The question is what makes the most sense for *your* specific business.

For a fintech business, the main advantage of a ready-made EMI may not lie in avoiding regulation. Instead, you acquire an existing, regulated structure that can serve as a foundation for further business development. Rather than spending time setting up a company, obtaining authorization, and building infrastructure from scratch, an entrepreneur can focus on the product, customers, and scaling.

Antwort Law assists entrepreneurs and fintech companies in identifying ready-made, licensed Electronic Money Institutions (EMIs) in Lithuania and other EU jurisdictions. We analyze not only the license itself but also the assets and elements included with the company. Before the purchase, we conduct legal due diligence, examining the corporate structure, licensing status, regulatory history, financial and contractual obligations, AML/KYC compliance, banking and payment relationships, and potential risks associated with the change of ownership.

We also help assess whether a specific EMI aligns with your business model and whether purchasing an existing structure makes more sense than obtaining a license from scratch. If you plan to launch a fintech or payment business in the EU, Antwort Law can identify a suitable ready-made EMI in Lithuania, vet it prior to acquisition, and manage the transaction through to the transfer of ownership.

Lidia Ivanova

International lawyer
Antwort Law