A new FCA application takes 12 to 18 months and arrives with no banking, no flows and no operating history. An acquisition compresses that to weeks, with the licence, banks, processors and customers in place.
On paper, both routes end with an FCA-authorised UK Payment Institution. In practice, the acquisition route arrives with the operating substance the application route still has to build.
A regulated payment institution is a stack. The FCA permission sits on top of an MLRO, banks, processors, safeguarding architecture, and operating history. All six transfer with the share purchase, subject to the usual consents.
SPI, API, or adjacent authorisation, with the firm's specific scope and any AISP or PISP service permissions intact through change of control.
The named MLRO and supporting compliance staff. Subject to vetting and ongoing FCA approval; you do not start from a blank organisation chart.
Operating accounts and safeguarding accounts with UK banks. Each carries its own change-of-control consent that we sequence with completion.
Card schemes, payout rails, FX providers, on-and-off-ramp partners. Where a processor is critical to the corridor, the consent becomes a condition precedent.
Reconciliations, segregated accounts, customer-funds protection. Reviewed during diligence; remediated, where needed, before completion.
A book of corridors, customers, and transaction history. The licence carries the business; the business carries the corridors; the corridors carry the value.
Every mandate runs through the same five steps. Each step has a defined output. Rodolfo personally manages all five for every acquirer.
Acquisition criteria, regulatory position, timeline. Confidential, no obligation.
Indicative budgets, framework for evaluating opportunities, financing readiness check.
Vetted seller introductions under NDA. Long-form memoranda after mutual qualification.
Regulatory, financial, operational diligence. SPA negotiation. FCA change-of-control prep.
Close, settlement, regulatory and bank consents land together. Post-completion handover.
A fresh FCA Payment Institution licence takes twelve to eighteen months and arrives with no banking, customers, or operating history. Acquiring an authorised firm compresses that to weeks, with compliance, bank relationships and a going concern already in place.
Vendor identities are withheld until mutual qualification. Asking prices are indicative. Long-form memoranda are shared under NDA with qualified acquirers.
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The questions that come up most often on buyer-side first calls. For anything not covered here, write to Rodolfo directly.
A fresh FCA application typically runs twelve to eighteen months from first filing to authorisation, and arrives with none of the operational architecture you need on day one. A share-purchase of an authorised firm typically completes in six to twelve weeks, subject to the FCA change-of-control notification and bank approvals.
You inherit the licence, the UK bank accounts, the processor relationships, the compliance framework, the MLRO and the operating history.
The FCA assesses the acquirer against the statutory criteria: reputation, financial soundness, compliance with UK regulation, influence over the firm, and the suitability of the ongoing business plan. In practice, that means detailed information on beneficial ownership, source of funds, key individuals, and the operating model post-acquisition.
The review window is statutorily sixty working days, extendable once. Clean applications clear; underprepared ones stall.
The regulatory file (authorisation scope, permissions, FCA correspondence). Safeguarding arrangements and reconciliations. Banking lines and processor contracts. AML and MLRO file. Financials, customer flows and corridor concentration. Key-person dependencies. Contractual obligations to customers, suppliers and staff.
Vertice maps the regulatory layer alongside the commercial layer, so you do not get a clean financial diligence and a hidden compliance surprise.
Most deals settle on completion, the same day FCA change-of-control approval lands and bank consents clear. Some structures use deferred consideration linked to retention, run-rate metrics or a defined post-completion period. Earn-outs are uncommon at this scale and we do not recommend them as a default.
Yes, but each banking and processor relationship requires its own change-of-control approval in parallel with the FCA notification. We sequence the consents so they arrive together at completion. Where a processor is critical to the corridor, the consent becomes a condition precedent.
That is negotiated. Most vendors prefer a clean exit with a defined handover period of three to six months. Some stay on as consultants, usually for continuity with regulators and banks. Key employees are typically retained on revised terms; we help structure that before signing.
Short, practical writing on UK payment-institution M&A, licensing and change of control. Written by Rodolfo. We publish when there is something to say. Expect one or two pieces a month, not a feed.
The difference between an application that clears in ten weeks and one that stalls at six months is almost never the legal structure. It is the operating substance behind it.
Headline multiples tell you almost nothing. Flows, banking relationships and safeguarding arrangements carry the real price. Here is how we build a number that holds.
Broadcast outreach attracts volume and noise. Direct introductions attract buyers who are ready to move. The data from our 2025 book is consistent on this.
Every long-form memorandum is released after mutual qualification and NDA. The first call is ten minutes and covers acquisition criteria, financing readiness and timeline.