The most valuable thing in a UK payment firm sale is often the part that does not show up in the accounts. The FCA authorisation itself.
This holds on both sides of a deal. A buyer who needs to operate in the UK is buying speed and certainty. A seller who already holds a clean authorisation is holding an asset worth more than last year’s revenue suggests.
Two forces are pushing this. Fewer firms are getting authorised, so the supply of clean licences is shrinking. And buyers who need to be live in the UK will pay to skip the queue. Both forces point the same way. They make a clean, transferable authorisation worth more than it was a few years ago. Here is what that means for SPI and API owners, on the buy side and the sell side.
Fewer firms are getting authorised
The supply of new UK authorisations is shrinking. The FCA approved 35 e-money institutions in 2025. In 2020 it approved 171. That is a fall of about 80% in five years. The figures come from a Freedom of Information request by the consultancy Pathlight Associates, reported by City AM.
Payment institutions point the same way. The FCA’s own data for January to March 2026 lists payment and e-money authorisations among the areas that ran past deadline. The gateway is slower and harder than it was.
Pathlight called it a dual squeeze. Commercial pressure from a crowded market on one side. Tougher regulatory scrutiny on the other. Fewer firms apply, and fewer of those that apply get through. This looks structural, not a blip. The squeeze has built over five years, and the trend has not reversed. A clean authorisation granted today is harder to win than the same authorisation in 2020.
For a buyer, that changes the cost comparison on building from scratch. Building is slower and less certain than it looks. For a seller, it means something simpler. The thing you already hold is getting harder to replace, and harder to replace means worth more.
A buyer pays to skip the queue
A buyer with a product and a deadline does not want to wait. From first preparation to approval, a new SPI or API authorisation is commonly a 12 to 18 month process. There is no guaranteed approval at the end of it. The FCA can ask for more, pause the clock, or refuse.
Buying a clean, existing authorisation reaches the same regulatory position in weeks, not months. The buyer gets a firm that is already authorised, already operating, and already known to the regulator. That is why acquisition is often the cheaper route, not the dearer one, once you count the cost of time.
There are more buyers in this position than usual. UK-targeted M&A passed $192bn in the first months of 2026, more than triple the same point last year, on LSEG data reported by Reuters. Foreign buyers drove most of it, with financial services among the sectors they reached for. More overseas capital looking at UK financial firms means more buyers who need a fast, clean route in.
The route is only cheaper if the target is clean. A firm with safeguarding gaps, open FCA correspondence, or a messy anti-money-laundering history costs money to fix. A cheap licence with a problem history is not cheap. The cost to clean it can be larger than the discount.
So the value sits in a specific thing. Not any authorisation. A clean, transferable one.
What a buyer is actually buying
The authorisation is the headline, but it is not the whole asset. A buyer is also paying for the things that make the authorisation usable from day one.
An operating history matters. A firm that has been live, with real customers and real flow, is easier to value and easier to trust than a dormant shell. A live safeguarding bank relationship matters just as much. An authorisation with no bank to hold client funds is a permission the buyer cannot use yet. A clean regulatory record matters most of all, because it sets the price of the diligence that follows.
So two firms can hold the same authorisation and be worth very different amounts. One is operating, banked, and clean. The other is a dormant licence with no customers and no banking. Scarcity lifts the floor under the first. It does not turn the second into a prize.
The asset only counts if it can move
An authorisation is only worth something to a buyer if it can transfer. The mechanism for that is FCA change-of-control.
When someone acquires a qualifying stake in a regulated firm, they become a new controller. Under the rules, that generally means anyone acquiring 10% or more, with further tests at 20%, 30% and 50%. Cross a threshold and the notification is required. The FCA then assesses that controller before the deal can complete. It looks at who they are, where their money comes from, and what they plan to do with the firm. This is a real gate, not a formality.
The clock is set in law. The FCA has 60 working days to decide, once it has a complete notification. It can pause that period once, for up to 30 days, to ask for more. The word “complete” matters. An incomplete filing does not start the clock.
This is also the one authorisation measure the FCA still holds to a 100% standard. It lowered the bar on most other measures in 2026. It kept change-of-control at 100%. Even so, its own data shows one case that missed the deadline on an operational error.
The deal consequence is direct. Most deals are structured so completion depends on FCA approval. A slow or stalled approval gives a buyer room to chip the price while the conditions drag on. The clock is a price risk, not just a process step.
Clean is the whole point
An authorisation is an asset only while it is clean and live. Let the basics slip, and the FCA can cancel it. Then the asset is worth nothing.
This is not a warning about rare events. The FCA has cancelled a steady run of SPI registrations. Dania Money Transfer lost its registration in March 2026. AFG Sarafi lost its in March 2026. TS Money Transfer lost its in May 2026. Several others went the same way over the same period.
The reasons are mostly basic. A lapsed anti-money-laundering registration with HMRC. Missed regulatory returns. A failure to tell the FCA about a change. Some firms had simply never started trading. None of these are exotic. They are the routine conditions of holding the registration, and the FCA removes the registration when they are not met.
The bar for clean has also risen. From 7 May 2026, the safeguarding rules for authorised payment institutions and e-money firms got stricter. Daily reconciliation of client funds. Monthly returns to the FCA. An annual independent audit for firms above the threshold. The FCA has said the new regime makes it easier to spot and act on firms that fall short. SPIs can opt in rather than being required to comply, but the direction is set, and a buyer’s diligence now tests all of it.
For a seller, the message is plain. The work that keeps you compliant is the same work that protects your sale price.
What this means for you
For a seller, start with how you value your own firm. Most owners price on last year’s revenue. A buyer increasingly prices three things: the authorisation, the corridor or niche you serve, and the clean record. Your licence may be worth more than your accounts suggest. It is worth protecting whether or not you plan to sell soon. Many owners discover the premium only when an approach arrives, and by then they are negotiating without knowing their own number. The fix is simple and slow: keep the registration clean, keep the returns filed, and get the regulatory house in order before a buyer’s diligence starts. The cases that overrun are usually the ones with loose ends.
For a buyer, treat the authorisation as the scarce asset it has become. Weigh buying a clean firm against a 12 to 18 month application with no guarantee. Budget the change-of-control clock into your funding and your launch plan. And do real diligence on the regulatory record, not just the P&L. Check the FCA Register entry. Check for open correspondence. Check the returns are filed and the safeguarding arrangements hold. Check the safeguarding bank relationship is real and current. Check the HMRC anti-money-laundering registration has not lapsed. The price of a cheap licence is whatever it costs to clean it.
For both sides, the same thing holds. Value sits in an authorisation that is clean and can transfer. Everything else is detail.
Vertice Fintech brokers the sale and purchase of SPI and API firms in the UK. Rodolfo Basilio runs every mandate and has been operating in UK payments since 2007. If you are weighing either side of one of these deals, it is worth ten minutes.