Executive Summary
- The hypothetical Mexican buyer should pursue a full Lithuanian EMI whose permissions and operations support the intended business. The acquired company keeps its authorisation, customer obligations and historical exposure. Ownership gives the parent control of that company; the parent's technology business does not acquire its own permission to issue electronic money. (Lithuanian Law on Electronic Money and Electronic Money Institutions, No XI-1868, arts 11–13; Civil Code, art 2.50.)
- The acquirer's Mexican status can change the structure. An ordinary company needs corporate capacity and lawful funding. A regulated financial-technology institution must establish a statutory and authorised basis for the investment. An ordinary parent owning the European EMI and Mexican institution as separate subsidiaries is a proposed alternative where direct investment by the regulated institution cannot be justified. (LGSM, arts 4 and 10; LRITF, arts 19(IX), 25, 37, 41 and 47.)
- A purchase of all shares in a full EMI requires prior Bank of Lithuania qualifying-holding assessment. Direct and indirect owners, concert parties, funding and the revised business must be disclosed. The statutory assessment normally runs for 60 working days from acknowledgement of a complete notification; information requests can interrupt it. Separate manager, national-security and any applicable merger procedures must also be completed. (EMI Law, art 17; Lithuanian Law on Banks, arts 24–25; National Security Law, arts 10 and 12.)
- A statutory restricted-activity EMI cannot supply the proposed EU expansion on that licence. Its small-institution exemptions differ from the rules for a full EMI under an individual supervisory restriction. The transaction must deliver the required full authorisation and the removal or satisfaction of relevant restrictions before the affected business starts. (EMI Law, arts 13–15, 18, 33(2)–(4) and 39–40.)
- A safeguarding shortfall discovered after signing requires immediate corrective action by the EMI. If the principal bank also invokes a change-of-control clause, the buyer should withhold closing until customer funds are fully protected and bank continuity is secured. A price reduction, escrow or seller indemnity can allocate economic loss between the parties. That allocation does not itself replenish or protect customer money, or compel the bank to continue. (EMI Law, art 25; Bank of Lithuania Resolution No 247, paras 59–60 and 73–76.)
- The Mexican parent's technology role requires a documented service arrangement, effective control by the EMI and an executable exit plan. DORA applies to relevant group ICT services. Changes to safeguarding and outsourced e-money functions also engage Lithuanian notification requirements. The share purchase must therefore have a separate integration and launch sequence. (EMI Law, arts 25(4), 26–27; Regulation (EU) 2022/2554, arts 28–30.)
- Acquisition is unattractive when the cost and risk of reconstructing permissions, banking access and controls outweigh the value of the operating business. A new authorisation may better serve a business that needs its own substantially different operating design. An authorised partner may suit a narrower initial offering where the group accepts dependency and the partner retains the regulated responsibilities. Neither alternative supplies a guaranteed launch date. (EMI Law, arts 12–13, 18 and 26.)
The shares and the regulated business
The buyer should acquire the company only if that company can continue as the provider of the intended service. Electronic money is electronically stored monetary value representing a claim on its issuer, issued on receipt of funds for making payment transactions and accepted by others. A business account may combine that liability with payment services. The customer terms, flow of funds and actual functions determine the permissions required. The Lithuanian Law on Electronic Money and Electronic Money Institutions, No XI-1868, referred to here as the EMI Law, governs the issuer. Its articles 2(1), 12 and 13(1) separate electronic-money issuance from the payment services specified in its licence.
Under the proposed share acquisition, customers would continue to contract with the Lithuanian EMI. Its authorisation would remain attached to that legal person. The Mexican parent could supply technology under a group contract, while the subsidiary would issue electronic money, provide its permitted payment services and answer to the Bank of Lithuania. The acquisition documents and customer-facing product must preserve that allocation. A parent that independently takes customer funds or promises regulated services in its own name requires a separate analysis of those activities.
The same company also retains its existing obligations. Lithuanian Companies Law No VIII-1835, articles 2(1)–(2) and 3(1), distinguishes the company from its shareholders. Civil Code articles 2.33(1) and 2.50(1)–(3) preserve its own rights and liabilities. The purchaser acquires the economic exposure through its shares; it does not automatically become personally liable for every company debt. Statutory and constituent-document exceptions remain, including subsidiary liability for a participant whose bad-faith acts cause the company's inability to perform an obligation.
An operating customer book can support an acquisition, but it also brings reimbursement claims, unresolved complaints and supervisory obligations. Seller promises operate between the contracting parties and do not discharge those duties. The first valuation question is therefore whether the price reflects a usable business after its liabilities and required repairs. Licentium's Indian business-wallet analysis explains the underlying provider, payment-institution and EMI choices; this transaction must also justify retaining the target's existing obligations.
The Mexican acquisition vehicle and its funding
The owners should settle the lawful acquisition vehicle before making an unconditional purchase commitment. For an ordinary Mexican company, the Ley General de Sociedades Mercantiles, or LGSM, permits commercial acts necessary for its corporate object, subject to law and its constitution. Its administrators' representation follows those limits. The incorporation deed, amendments, reserved decisions and signing powers must support the investment and financing. If an S.A. needs a change to its corporate object, article 182(IV) assigns that decision to an extraordinary shareholders' meeting. Other corporate forms require their own analysis. (LGSM, arts 2, 4, 6, 10 and 182(IV).)
A regulated Mexican institución de tecnología financiera, or ITF, presents a separate capacity question. The Ley para Regular las Instituciones de Tecnología Financiera, or LRITF, distinguishes crowdfunding institutions from electronic-payment-funds institutions. Article 19(IX) permits the former's permanent corporate investments where the investee supplies auxiliary, complementary or property services to it. An EMI running an independent European customer business does not satisfy that condition merely because both companies work in payments.
For an electronic-payment-funds institution, known as an IFPE, article 25 enumerates permitted additional operations. It contains no general express entitlement to acquire any foreign financial subsidiary. Its provisions for necessary property and acts needed to fulfil the corporate object require attention to the EMI's actual function. Article 37 addresses authorisation for additional permitted operations. Article 47 also empowers Mexico's Ministry of Finance and Public Credit (SHCP), after consulting the National Banking and Securities Commission (CNBV) and Banco de México, to authorise analogous, connected or complementary operations. Those provisions prevent an absolute conclusion that an IFPE can never make the investment. They require a demonstrated legal and authorisation basis before this buyer proceeds. (LRITF, arts 25(X), 25(XIII), 37 and 47.)
For the proposed independent EU expansion, an ordinary parent owning the EMI and Mexican ITF as separate subsidiaries deserves preference where direct investment falls outside the regulated institution's permitted and authorised activities. This is a recommended redesign of the ownership proposal. It requires its own corporate powers and funding. If implementation changes ownership of the Mexican ITF, LRITF article 41 can become relevant. That article governs acquisitions of interests in the Mexican institution; it does not supply a general approval procedure for its outward investment.
The purchase price, target capital and remediation budget should have separate funding commitments. Article 46 LRITF separates an ITF's own resources from customer resources and restricts the latter's use. Customer money must not finance the purchase or repair the European subsidiary. Lawful borrowing can be considered within the relevant borrower's powers and authorisation. The European assessor will need to understand the debt, repayment burden and ability to support the target.
Mexico's Ley de Inversión Extranjera addresses foreign investment into Mexico under articles 1, 2(II) and 4. The outward purchase of Lithuanian shares does not itself fall within that inward-investment proposition. New foreign capital entering the Mexican buyer presents a different question. The transaction still requires the applicable corporate, ITF and merger checks; an outward direction does not remove them.
The EMI change of control assessment
The acquisition of all shares in a full Lithuanian EMI must undergo the Bank of Lithuania's qualifying-holding procedure, with supervisory non-opposition before completion. EMI Law article 17 applies articles 24 and 25 of the Lithuanian Law on Banks, No IX-2085, with the necessary adaptations. A qualifying holding reaches 10 per cent of capital or voting rights, or permits significant influence. Further notification thresholds arise at 20, 30 and 50 per cent, and when the institution becomes a subsidiary. Direct holdings, indirect ownership and persons acting together must be assessed. The 100 per cent purchase crosses the control threshold. (EMI Law, arts 2(11) and 17; Law on Banks, art 24; Bank of Lithuania Resolution No 03-138, paras 1–2.2.)
The submission should trace the direct purchaser through each intermediate entity to its ultimate owners. Share percentages alone can miss voting arrangements, contractual control or coordinated acquisition. The Joint Guidelines on qualifying holdings, JC/GL/2016/01, sections 4–6, explain the supervisory treatment of concert parties and indirect acquisitions. Their control and multiplication approaches inform the ownership map; they do not replace the statutory trigger. Bank of Lithuania Resolution No 03-138, paragraph 3, requires their use alongside its binding rules. A transparent ordinary holding company remains subject to disclosure of the people and entities above it.
Five statutory criteria govern the assessment: the acquirer's reputation; the reputation and experience of proposed managers; financial soundness; the target's ability to meet prudential duties within the resulting group; and money-laundering or terrorist-financing concerns. The group must permit effective supervision and information exchange. An opaque chain, implausible financing or an operating plan that drains the EMI's resources can therefore defeat the application. Evidence of legitimate funds and an adequately resourced business must accompany the proposed structure. (Law on Banks, art 25(8)–(10); Bank of Lithuania Resolution No 03-138, Annexes 1–2.)
The buyer should submit the actual expansion and technology plan with the ownership case. A filing based on the seller's business would omit the intended Latin America-related SME cohort, new management and outsourcing changes. Resolution No 03-138, Annex 1, Part VI, paragraph 3, requires the control-acquisition business plan and three-year projections. The strongest objection is that the purchaser cannot support the business it proposes to operate. The response requires financial evidence, accountable managers and controls that can perform the proposed work; incorporation documents alone cannot answer it.
Mexican regulation neither disqualifies the investor automatically nor proves suitability. LRITF article 75 requires a reciprocal information-exchange agreement for the specified disclosures by Mexican supervisors to foreign authorities. Lithuanian Law on Banks article 25(8)(4) requires a group structure compatible with effective supervision. The parties should resolve the necessary supervisory access and cooperation within the application, without assuming that shared commercial interests establish the required legal channels.
The assessment timetable and conduct before closing
The share purchase agreement should allow enough time for a complete assessment and preserve the seller's control until lawful completion. Under the current Lithuanian procedure, the Bank of Lithuania must acknowledge receipt promptly and within 10 working days. It has up to 60 working days to assess the acquisition from written acknowledgement that the notification and all necessary documents and data have been received. An information request made no later than the fiftieth working day can stop the clock for up to 20 working days. The suspension may extend to 30 working days for the specified third-country or prudential-status cases, which include a Mexican-established acquirer. Further information requests cannot create further statutory suspensions. (Law on Banks, art 25(3)–(7).)
Those periods do not measure the entire transaction. Preliminary discussions, preparation, an incomplete filing, separate clearances and contractual remediation sit outside that calculation. The agreement should tie its long-stop date to these dependencies and permit an agreed extension where a timely proceeding remains live. No seller should promise that a 60-working-day period delivers a completed acquisition.
The legal outcome is supervisory non-opposition. Article 25(13) treats the acquisition as unopposed if the authority does not deliver written opposition within the properly calculated statutory assessment period. That rule requires an established complete-file clock and its lawful suspensions. Silence after an introductory meeting or first submission has no equivalent effect. The Bank may also set a period for completing the acquisition under article 25(14).
Before clearance, the purchaser can negotiate, investigate and prepare an integration plan. The seller and existing managers must continue making the EMI's operating decisions. Interim covenants should preserve value and require lawful remediation, without giving the purchaser present control over budgets, appointments or customer decisions. Access to sensitive information should be limited to what diligence lawfully requires. Any applicable merger standstill obligations need separate observance.
Lithuanian Law on Banks article 24(1) expressly prevents a failure to obtain supervisory non-opposition from automatically invalidating the share transaction. Article 24(4) nevertheless removes the voting rights attaching to the acquirer's entire holding in the specified breach cases. This distinction defeats any argument that an effective share transfer permits lawful control. Regulatory non-opposition should be a non-waivable closing condition, with any completion deadline reflected in the agreed mechanics.
National security and merger review
The buyer should resolve Lithuanian national-security notification separately from the financial supervisor's assessment. Payment services and electronic-money issuance fall within the listed strategically important financial sector. A transaction giving an investor at least one quarter of voting rights in a qualifying undertaking triggers the notice requirement in article 10(9) of Law No IX-1132 on Protection of Objects of Importance to Ensuring National Security. Government Resolution No 556, paragraphs 4.3–4.4, supplies the relevant sector definitions. Buying all shares in this EMI therefore requires that process to be addressed.
Notification and full screening are distinct. The Commission determines whether to initiate the fuller assessment under the statutory risk provisions and implementing procedure. A private Mexican company cannot rely solely on Mexico's OECD membership. The exemptions for states and specified state-controlled investors do not encompass every company incorporated in a member country. Long-term activity in an eligible country and relevant sector experience may affect the full-screening position under article 10(6), but do not remove the article 10(9) notice. The closing file should establish the Commission's disposition and satisfy any resulting restrictions. (National Security Law, arts 10(5)–(6), 10(9) and 12; Government Resolution No 1540, paras 16, 26 and 46–48.)
Competition analysis requires actual group turnover, assets and transaction information under the relevant calculation rules. Lithuanian notification thresholds concern combined Lithuanian turnover in the preceding financial year exceeding EUR 20 million and at least two participants each exceeding EUR 2 million. Article 13 also permits intervention below those thresholds on the specified competition grounds. EU jurisdiction must be tested, with notification and standstill observed where required. Ownership clearance from the Bank of Lithuania does not answer those tests. (Lithuanian Law on Competition, arts 8–10 and 13; Regulation (EC) No 139/2004, arts 1, 4–5 and 7.)
The parties should also screen the EU Foreign Subsidies Regulation separately. For this acquisition, prior notification is required if the target is established in the EU and has aggregate EU turnover of at least EUR 500 million in the preceding financial year, and the acquirer and target together were granted more than EUR 50 million in financial contributions from third countries in the three years preceding the agreement. The Regulation's financial-institution turnover and group-aggregation rules apply. The Commission may also require notification before implementation of a below-threshold transaction where it suspects foreign subsidies were granted to the parties in the three years prior to the concentration. Any required notification engages a separate standstill obligation. (Regulation (EU) 2022/2560, arts 20(3) and 21–24.)
Mexico also needs a transaction-specific screen. The current authority is the Comisión Nacional Antimonopolio, or CNA. The Ley Federal de Competencia Económica, or LFCE, uses transaction, asset, shareholding and Mexican sales tests in article 86. Article 87 addresses implementation and the Mexican legal or material effects of foreign transactions. A target's Lithuanian location does not establish an exemption. If no relevant threshold and jurisdictional test is met, no notification follows from this screen. Where the tests are met and no exemption applies, clearance belongs among the closing conditions. (LFCE, arts 3(V), 86–88 and 93.)
The target's permissions and the proposed customers
The buyer should select a full EMI with permissions that support the intended product and territories. A statutory restricted-activity licence under EMI Law article 14 is limited to Lithuania and a capped level of outstanding electronic money. It expressly excludes the full-institution qualifying-holding provision in article 17 and certain capital provisions. Applying every full-EMI acquisition rule to that category would therefore be wrong. Its exemption also cannot produce the intended EU service coverage.
If a small institution is considered, full authorisation for the planned business must form part of the transaction design. That process tests owners, managers, safeguarding and the operating plan under article 13. Conversion before the purchase places the subsequent acquisition within the full-EMI qualifying-holding rules. A buyer should not pay for EU distribution rights that the restricted licence cannot provide.
A full EMI subject to an individual restriction presents a different problem. The licence may exist while the supervisor has limited new business or particular activities. The Bank's powers under EMI Law articles 33(2)–(4), 39 and 40 make the actual directions and remediation obligations decisive. Article 15(7) confines a suspended or withdrawn institution's services to those necessary to settle with holders and users. The buyer must obtain the licence decision, conditions, complete supervisory correspondence and evidence of compliance. A public register entry cannot establish the contents of every individual direction. Closing and launch conditions should identify the specific restrictions that must be removed or satisfied.
The intended business accounts must fit the target's licensed payment services. EMI Law article 12 permits defined additional activities and tightly limited payment-related credit; customer money cannot fund that credit. Article 12(2) classifies funds received for e-money and payment services as funds other than deposits. Article 7 prohibits interest or other benefits linked to the duration of an e-money holding. The EMI authorisation does not itself confer unrestricted lending or cryptoasset permissions.
E-money expansion into another EU country must follow the passport procedure in article 18. EMI Law article 11(5) also applies article 11 of the Lithuanian Payment Institutions Law, No XI-549, to the payment services. Its paragraphs 7–8 distinguish registration before a branch or agent starts from notification of the Bank's decision permitting direct cross-border provision. The buyer must check the actual services, countries and delivery method. Filing a notice alone does not establish permission to start.
Adding SMEs connected with Latin America does not itself create a new category of EMI licence. The material changes concern customer risk, locations, payment routes, projected volumes and the controls needed to support them. Article 13(10) requires continued compliance with authorisation conditions and notice of changes to the underlying information. A major revision of the programme should therefore be put to the Bank with the ownership submission, together with any required separate applications or notices. A licence and an EU passport cannot establish permission to conduct regulated business in Mexico or another Latin American jurisdiction.
Lithuanian AML Law No VIII-275, articles 9, 14 and 16, requires customer and beneficial-owner identification, enhanced measures where the legal risk triggers apply, and suspicious-transaction handling. Article 29 requires controls covering customer, product, transaction and geographical risk, with review when material management or business changes occur. The acquisition plan should explain ownership verification, expected flows, source-of-funds enquiries, transaction monitoring and applicable sanctions screening for the proposed corridors. A Latin American connection is not a uniform risk category. Growth must wait where the team and systems cannot carry out the applicable duties.
EMI acquisition due diligence and continuing liabilities
The buyer should establish the target's actual financial and operational condition before fixing an unconditional price. Its capital and customer-money positions require different evidence. EMI Law article 22 sets a EUR 350,000 initial-capital floor for a full institution; article 24 imposes continuing own-funds requirements. Those requirements do not establish the funding needed to purchase, repair or operate this target. A purchase price paid to the seller supplies no new resources to the EMI unless the transaction separately provides them.
Ongoing own funds must satisfy the larger applicable floor and calculated requirement. The e-money Method D uses at least 2 per cent of average outstanding e-money, with separate calculations for unrelated payment services. The supervisor's permitted adjustments and the prohibition on multiple use of the same own funds within the group also matter. The buyer's projections should therefore connect customer-balance growth to actual capital needs. (EMI Law, art 24(3)–(6); Bank of Lithuania Resolution No 03-83 of 24 May 2018, paras 7, 7¹ and 13.)
Safeguarding diligence should reconcile the customer ledger to the actual protected funds, account by account and date by date. Article 25 EMI Law permits segregation and specified protected investment arrangements, or an eligible insurance or guarantee method. It restricts the use of customer funds and protects them from the EMI's other creditors. Bank of Lithuania Resolution No 247, paragraphs 59–60 and 66–76, supplies binding implementation requirements. A bank statement, an audit opinion or a daily total alone cannot explain unsettled flows, excluded balances or the legal quality of the protection.
The review should identify who owns each merchant reserve and when each obligation arises. Money economically labelled a reserve may represent a merchant's claim, a scheme exposure or the EMI's own asset under the actual contracts. Its classification must follow the legal claim and flow of funds. The buyer should trace refunds, chargebacks and settlement delays through the safeguarding calculation rather than assume every reserve is available purchase financing.
Complaints and reimbursement records can reveal liabilities that ordinary financial accounts understate. Lithuanian Law on Payments No VIII-1370, article 38(1), generally requires reimbursement of an unauthorised payment immediately and no later than the end of the next working day after awareness or notification, subject to reasonable payer fraud suspicion reported in writing to the supervisor. Article 3(7) permits agreed nonconsumer derogations from selected rules, but does not list article 38 or article 58's strong-authentication requirement, which has its own statutory exemptions. Provider locations, currency, the EU part of the transaction and the applicable notification requirements determine the scope of protection. A customer's Latin American connection or SME status alone does not dispose of reimbursement exposure. (Law on Payments, arts 3(2)–(8), 36–39 and 58.)
E-money redemption and complaint handling require separate checks. EMI Law article 6 requires redemption at nominal value on request, with its own contractual and fee provisions. Payments Law article 90(1) generally requires a written complaint response within 15 working days; exceptional cases may extend the final response to 35 working days. Those complaint periods do not postpone a refund already due under article 38.
The AML file should include findings, remediation deadlines, transaction-monitoring alerts and closure evidence. The buyer needs the underlying files for sampled customers and payments, with lawful access controls, to test whether remediation worked. Sellers' statements that the regulator has raised no further questions require the actual correspondence. Potential sanctions matches, suspicious-transaction handling and customer exclusions should be tested against the identified business and legal duties. The review must not assume that a Latin America connection proves unlawful activity.
The seller may resist duplicating a recent supervisory or external review. That report can reduce repeated work where its scope and evidence answer the buyer's questions. It cannot settle liabilities or systems changes outside its period and remit. Known defects should produce a quantified remediation obligation, funding commitment and completion evidence; unknown historic exposure needs appropriate warranties, disclosure and recoverable recourse.
The safeguarding shortfall and the principal bank
In the hypothetical failure event, post-signing diligence uncovers a safeguarding shortfall and the principal bank invokes its change-of-control clause. The buyer should withhold closing until customer protection and essential banking continuity are secured. The EMI has an immediate duty to correct deficient protection. For a segregated-account shortfall, Resolution No 247, paragraph 73.1, requires transfer of the missing funds without delay. Paragraph 73.4 permits immediate use of another lawful statutory safeguarding method in place of the specified corrective actions. Paragraph 74 requires the cause to be established immediately. The obligation exists before the purchaser becomes the shareholder.
The recommended commercial condition is seller-funded restoration, evidenced by complete reconciliations, actual bank credits and an explanation of the failed control. A lawful alternative safeguarding method can satisfy the legal duty only when it is effective and covers the relevant liability. A promise to obtain insurance later cannot establish present protection. The buyer should also require evidence that the defect has ceased and that the EMI can keep reconciling and protecting new receipts. (EMI Law, art 25; Resolution No 247, paras 59–60 and 73–76.)
The principal bank's change-of-control clause raises a separate contractual dependency. Its precise wording determines whether notice, consent, termination or another remedy follows. Where the bank's payment-account service falls under Lithuanian Payments Law, article 10(1)–(3) requires objective, nondiscriminatory and proportionate access and servicing. The clause and the bank's reasons must be tested against those duties. A possible challenge does not establish uninterrupted service for closing.
The parties should obtain an effective waiver or consent where that preserves the service. If replacement is necessary, the closing condition should require a legally eligible and operationally ready arrangement, with funded accounts and tested payment access. A commitment to seek another bank after completion leaves customer money and service continuity exposed.
Material safeguarding changes require notice to the Bank of Lithuania at least one month before implementation under EMI Law article 25(4). Each conclusion, amendment, termination or expiry of a safeguarding contract or transaction must also be reported to the Bank with the required report and supporting documents within five working days of the event, and no later than the next relevant periodic submission. This covers safeguarding-account opening, restriction or closure and transactions affecting safeguarding terms without formal amendment, whether or not the safeguarding method or type changes. (Bank of Lithuania Resolution No 03-259, paras 14–15.) Where the bank supplies operational services too, the outsourcing analysis may also apply. The EMI should restore protection through an existing compliant arrangement where possible and raise any necessary material replacement with the supervisor immediately. The notice requirement cannot justify leaving customer funds unprotected. Supervisor acceptance of the shareholding cannot amend the private bank contract.
An escrow can secure the seller's payment obligation, and an indemnity can cover defined historical losses subject to its terms and enforceability. Neither makes escrowed purchase money part of the customer's safeguarded pool without the legally required transfer or protection. A price adjustment changes what the buyer pays. It does not establish that the EMI has met article 25. Any liability cap, exclusions and claim procedure should preserve a commercially effective recovery for the known defect.
The agreement should permit termination if the shortfall cannot be lawfully repaired, an essential service cannot continue, or required permission is refused by the long-stop date. A buyer-funded rescue before closing deserves separate terms and regulatory analysis; it should not confer premature control. Licentium's analysis of customer funds after a banking-as-a-service partner exit explains why a programme's contractual ending leaves customer-money duties to be performed.
Managers and the Mexican parent's technology
The EMI needs managers who can direct and challenge the business after the acquisition. Lithuanian incorporation alone cannot supply that capability. EMI Law articles 11(3) and 13(7)(2) require a Lithuanian seat and a genuine intention to conduct electronic-money activity there. Article 16 defines the relevant managers and their suitability requirements. The plan should allocate actual decision-making, compliance resources, safeguarding oversight and access to systems to the regulated company.
New managers ordinarily require prior supervisory non-opposition. Article 16(8) provides a 30-working-day period from receipt of the notification and all necessary documents. Article 16(9) contains defined exceptions for previously assessed or reappointed managers and specified urgent circumstances. A planned acquisition should not treat those exceptions as an automatic appointment shortcut. The parties must schedule management clearance alongside the shareholding process and preserve suitable incumbents until the replacements can lawfully act. Bank of Lithuania Resolution No 03-181 supplies the detailed assessment requirements.
The Mexican parent can supply technology, but the EMI retains responsibility for the service. EMI Law article 26 requires at least one month's prior notice for the relevant outsourcing of e-money operational functions. It prevents arrangements that impair internal controls or supervision, and article 27 preserves the institution's responsibility. Payment Institutions Law articles 19 and 21 supply corresponding duties for payment functions through EMI Law article 11(5). The group contract must identify what the parent supplies, who approves changes, what records the EMI can obtain and how service continues if the group relationship fails.
DORA, Regulation (EU) 2022/2554, applies to the institution's ICT risk and third-party services, including relevant group arrangements. For the proposed full EMI, articles 28–30 require assessment of criticality and concentration, the ICT arrangements register and timely notification of planned services supporting critical or important functions. The written contract must cover services, locations, data protection and recovery, incident assistance, supervisory cooperation and termination. Critical or important functions require additional service levels, audit and inspection rights, continuity and exit provisions. Relevant subcontracting must meet Delegated Regulation (EU) 2025/532. The EMI's management body retains ultimate responsibility under article 5. Proportionality and specific microenterprise derogations apply; a waived EMI has the simplified rules in article 16. None of those provisions creates a general group-service exemption. (DORA, arts 4, 5, 16, 28 and 30.)
Ownership can improve access to technical staff, but it can also make exit harder if the parent controls the code, credentials and hosting. The buyer should require the subsidiary's practical access to documentation and data, a tested recovery process, and continuity during a replacement. A transition-services agreement with the seller should cover the period before the group service is ready. Moving the stack at the instant of legal closing is justified only where the required notices, controls and testing have already been completed.
If the Mexican parent or another separate Mexican provider will receive or access EU personal data, the parties must establish the controller and processor roles, security measures and lawful transfer route before access starts. Where the provider processes on the EMI's behalf, article 28 of the General Data Protection Regulation, Regulation (EU) 2016/679, requires binding processing terms. Articles 32 and 44–46 govern security and the relevant transfer conditions. Mexico has no Commission adequacy decision; safeguards under article 46 must provide enforceable data-subject rights and effective legal remedies. Group ownership supplies no exemption. Where Mexican ITF customer information is involved, LRITF article 73 adds its own confidentiality limits.
The decision to buy an EMI in Europe
The buyer should use signing to commit to a conditional transaction with measurable obligations. The share purchase agreement needs the exact shares and ownership chain, consideration mechanics, financing responsibilities and required closing decisions. Conditions should cover supervisory non-opposition, national-security disposition, any merger clearance, any required foreign-subsidies clearance, suitable management, required permissions and indispensable contractual consents. Known safeguarding remediation and continuous bank access require their own evidence standard. A general promise to comply with law is too imprecise to resolve the stated failure event.
The closing form also depends on the target's legal form. If it is a Lithuanian private limited company, or UAB, a sale of all its shares ordinarily requires a notarial contract. Any relied-on statutory exception, including the qualifying securities-account-management arrangement, must be established. The parties must also complete applicable share-account or endorsement formalities and shareholder reporting, and resolve any pre-emption rights. (Civil Code, art 1.74(1)(3); Companies Law, arts 41, 41¹ and 46–47.)
The disclosure package should identify individual supervisory findings, historic shortfalls, pending complaints, material customer claims and contracts with change-of-control or termination rights. Warranties should address the accuracy and completeness of that disclosure, permission scope, financial information and compliance. Specific indemnities can allocate known losses, with escrow or other security where seller recovery is doubtful. Local advice on the chosen law and forum must settle the remedy's enforceability, caps, time limits and recovery mechanics. In an EU forum governed by Rome I, the parties' contract-law choice cannot displace applicable overriding mandatory rules. (Regulation (EC) No 593/2008, arts 3 and 9; Civil Code, art 2.50; EMI Law, arts 25–27.)
Interim covenants should require continued lawful operation, prompt notice of regulatory and banking developments, preservation of records and cooperation with filings. They should distinguish seller decisions from matters requiring purchaser consultation so that consultation does not become pre-closing control. The long-stop mechanism should address regulatory requests and remedial delay expressly. Termination rights, any break payment and responsibility for application costs need stated triggers; regulatory refusal should not leave the parties arguing over an undefined promise to obtain approval.
The transition-services agreement should specify the seller's remaining systems, service levels, access rights, migration support, charges and termination assistance. The group technology agreement should begin when the Mexican parent actually takes responsibility for the contracted services. It must preserve the EMI's supervision and exit rights throughout that transition. Banking, scheme, agent and distributor arrangements need their own review of consent, scope and continuity. EMI Law article 12(6) permits defined distribution and redemption arrangements while reserving issuance to the issuer; a distribution contract cannot enlarge the underlying licence.
Closing should occur only after the conditions have been evidenced and the acquisition remains within any supervisory completion period. The parties then transfer control, effect the cleared appointments and deliver the completion notices. Bank of Lithuania Resolution No 03-138, paragraph 16, requires notice of the completed qualifying-holding transaction within two working days. A deferred migration can preserve existing service while the new technology undergoes acceptance, security and recovery testing.
Product launch should follow the relevant permissions, passport procedures, safeguarding arrangements and operational readiness. For euro-area EMIs offering credit transfers within Regulation (EU) No 260/2012, article 5a(8) requires instant euro sending and receiving by 9 April 2027. Verification of payee has already applied to euro-area payment service providers since 9 October 2025 under article 5c(9). Article 5c(6) permits a specific nonconsumer opt-out for packaged multiple payment orders; it does not exempt every business account. The acquisition and migration budget must therefore address both present compliance and the approaching instant-payment deadline.
The acquisition should be rejected if its historical liabilities and rebuilding costs eliminate the value of the existing operation. A new Lithuanian authorisation would require a fresh programme, owners, managers, capital and safeguards under EMI Law article 13, but would allow the group to build the intended business without buying this company's historic exposure. An authorised partner can instead perform the regulated service under an agreed product and distribution arrangement, with the Mexican business supplying the permitted technology or commercial role. That route carries the partner's risk appetite, pricing and exit dependency. If the seller cannot restore customer protection and bank continuity on acceptable terms, the buyer should terminate this purchase. It should select a partner or new authorisation according to the control and service it needs.