The relevant UK instruments are the Electronic Money Regulations 2011 (SI 2011/99, EMRs) and Payment Services Regulations 2017 (SI 2017/752, PSRs). They distinguish the issuer, a payment services agent, an e-money distributor and an operational supplier. One programme can involve several of these roles.
Executive Summary
- Place the e-money and payment-service contract with the UK EMI. The fintech's brand must identify that provider and its own agency role. An agent can distribute or redeem the EMI's e-money, but cannot issue it. (EMRs, regs. 33–34 and 39–40.)
- Use a UK group company as the proposed payment agent, with Ghana supplying defined technology and support. This is an operating recommendation. UK incorporation is not a universal statutory condition for an agent, and incorporation alone completes no registration. (EMRs, reg. 34; FCA, Our Approach, May 2026, ch. 5.)
- Keep onboarding decisions, payment authority, FX terms and fees within the EMI-approved service. Separate independent payment or FX undertakings require their own permission analysis. (EMRs, regs. 32–36; PSRs, reg. 138 and sch. 1.)
- Resolve Ghanaian licensing and personal-data processing before enabling the Ghana operation. A UK agent entry supplies no Ghanaian permission. Ghanaian law can also impose registration duties on the overseas controller. (Payment Systems and Services Act, 2019, Act 987, ss. 7 and 43; Data Protection Act, 2012, Act 843, s. 45.)
- Agree customer responsibility and replacement of the EMI before launch. Current safeguarding rules and customer termination rights must govern the implementation. (EMRs, regs. 20–22 and 36; FCA Handbook, CASS 15 and CASS 10A; PSRs, regs. 40 and 51A–51D.)
The wallet's issuer and customer promise
The balance must represent the customer's claim against the EMI. E-money is electronically stored monetary value issued on receipt of funds, accepted by someone other than its issuer and used for payment transactions. A branded ledger or an account number does not identify the issuer by itself. The contract, funds flow and operational records must establish the same claim. (EMRs, reg. 2(1).)
The proposed customer contract should name the EMI as issuer and provider of the wallet's payment services. It should identify the appointed fintech entity and the services it performs on the EMI's behalf. Separate software terms may govern the fintech's app, but must not promise that the fintech itself owes the wallet balance. Show the allocation before acceptance, in transaction records and in redemption and complaint routes. (EMRs, regs. 34(14), 39–40; PSRs, regs. 48–49 and sch. 4, paras. 1–2.)
Verify the EMI's legal name, register entry, relevant payment services and restrictions against the proposed currencies and payment flows. Its authorisation does not automatically cover every programme feature. If its conditions restrict agent use, the principal must address that restriction before registering the agent. (EMRs, regs. 6–8 and 34; FCA, Electronic money institution applicants, “Registering agents”.)
The stored balance makes this a different decision from open banking payment initiation for a Ghanaian fintech's UK checkout. That service initiates a payment from an account at another provider. This wallet requires an identified issuer, redemption rights and safeguarding arrangements throughout the period of stored value. (EMRs, regs. 2, 20 and 39; PSRs, reg. 2(1).)
The fintech's role and entity
Branding, software maintenance and routine support can remain outsourced functions. Collecting identification documents under the EMI's instructions does not automatically make the collector a payment agent. The classification changes when the fintech provides payment services on the EMI's behalf. A technical-service exclusion requires supporting activity without possession of transferred funds and expressly excludes payment initiation and account information services. (EMRs, regs. 26 and 34; PSRs, reg. 2(1) and sch. 1, para. 2(j).)
A distributor only distributes or redeems the EMI's e-money and supplies no payment service on its behalf. It does not need FCA agent registration for that distribution-only role. The EMI must still make any distributor notifications required by the rules on outsourcing and changes in circumstances. Once it also provides wallet payment services, agent registration is required before the EMI uses it for those UK services. Neither role permits the fintech to issue the e-money. (EMRs, reg. 2(1), definition of “distributor”, and regs. 26, 33–34 and 37; FCA Handbook, PERG 3A.4, Q22.)
The recommended arrangement places payment agency in a UK group company. The EMI appoints that company for specified wallet services and applies for its FCA registration. The Ghanaian company supplies engineering, document collection and defined support under operational contracts. List each entity's powers, including who accepts customer instructions and who can change payment details. The agent must appear on the register before the relevant services begin. (EMRs, reg. 34(1) and (3).)
A Ghanaian company can instead be proposed directly as the agent. The agent-registration rules contain no general UK-incorporation or UK-head-office condition. The FCA's guidance expressly addresses agents based overseas. That alternative still requires registration for the EMI's UK payment services, effective supervision and a separate Ghanaian assessment. It should be selected only after the principal can supervise the proposed people, systems and location. (EMRs, regs. 34 and 36; FCA, Our Approach, May 2026, paras. 5.14–5.15.)
The head-office and establishment requirements for obtaining the group's own UK EMI or payment-institution authorisation are different. Do not import those conditions into agent registration. Conversely, the FCA's guidance on services supplied wholly from overseas does not turn a Ghanaian supplier into an FCA-authorised firm or remove the UK EMI's agent obligations. An independent offshore service needs its own territorial analysis. (EMRs, reg. 6; PSRs, regs. 6 and 138; FCA Handbook, PERG 15.6, Q46.)
For FX, begin with an EMI-approved quote displayed in the branded interface. The customer should know the conversion provider, rate or calculation method, charges and amount received. The contract should identify who honours an accepted quote. A disclosed markup or software fee does not decide regulatory status by itself. (EMRs, reg. 32(1)(b); PSRs, sch. 4, para. 3.)
Currency exchange itself is not a payment service. If the fintech becomes the FX counterparty, separately identify who receives funds, operates any payment account and executes onward payments. Those payment functions can engage the PSRs. Assess the standalone business's AML supervision and registration as well. The initial programme should give the EMI control over conversion acceptance, settlement and approved fees, with the fintech paid its agreed remuneration separately. (FCA Handbook, PERG 15.2, Q12; PSRs, reg. 138 and sch. 1; Money Laundering Regulations 2017, SI 2017/692, regs. 7, 11 and 54–56.)
Customer money and statutory duties
The responsibility schedule should identify the EMI's obligations and the tasks delegated to the fintech. The principal remains responsible for acts and omissions within the statutory scope of agency and outsourcing. An indemnity can allocate losses between the businesses; it cannot remove that responsibility. (EMRs, reg. 36.)
The EMI should contract to issue the e-money and meet redemption requests. The statutory starting point is issuance and redemption at par, with redemption conditions disclosed before the customer is bound. Fees and the amount redeemable have specific rules. The exception for a non-consumer who accepts e-money disapplies regulations 41–42; it is not a blanket exception for every business wallet holder. The contract must distinguish a business purchasing or holding e-money from a merchant accepting it. (EMRs, regs. 38–44.)
For onboarding, the Ghana team may collect and check documents under the agreed process. The EMI should retain customer-acceptance policy, escalation decisions, ongoing monitoring and access to the evidence. Identify the customer, beneficial owners and authorised users, and allocate sanctions and suspicious-activity escalation. Outsourcing verification must not be described as statutory reliance on another regulated institution unless the separate reliance conditions are met. (Money Laundering Regulations 2017, SI 2017/692, regs. 18–19, 27–28, 33, 39 and 40.)
Customer funds should enter the EMI's approved collection arrangements. The recommended model gives neither fintech company an unrestricted operating account holding wallet funds. The EMI must safeguard relevant funds under the EMRs and applicable FCA rules. Since 7 May 2026, the supplementary safeguarding regime adds requirements covering records, reconciliations, reporting, audits and resolution packs, subject to their respective application provisions. Contract for the records and access the principal needs to perform those duties. (EMRs, regs. 20–22; CASS 15, CASS 10A, SUP 3A and SUP 16.14A.)
Describe safeguarding accurately in the product. E-money is not a bank deposit protected against the EMI's failure by the Financial Services Compensation Scheme. Safeguarding does not promise an immediate or complete return if the EMI fails. Customer statements should identify the issuer and distinguish the available balance from fees or amounts awaiting processing. (FCA, Using payment service providers, updated 8 January 2026; EMRs, regs. 20–22.)
The branded helpdesk should record complaints promptly and route them into the EMI's procedure. For complaints within the applicable payment and e-money DISP rules, the normal final-response period is 15 business days after receipt. Exceptional circumstances beyond the firm's control permit a holding response and a final response within 35 business days. State Financial Ombudsman Service rights where the complainant is eligible. (PSRs, reg. 101; FCA Handbook, DISP 1.6.2AR and 2.7.)
Classify the business customer before drafting opt-outs. Consumers, microenterprises and the defined charities retain protections that larger businesses may agree to disapply. Part 7 permits only specified exclusions. Consumer Duty scope and Ombudsman eligibility also have different tests; a business account label settles neither. The EMI should approve the target market, disclosures and support arrangements for the customer classes it accepts. (PSRs, regs. 40(7) and 63(5); FCA Handbook, PRIN 3.2.6R–3.2.8R, PRIN 2A and DISP 2.7.3R.)
Ghanaian operations and access to UK customer data
The Ghana operation requires its own activity assessment. Act 987 prohibits unlicensed payment-system operation and payment services within its scope. Its service categories include technology supporting payment processing and electronic platforms for paying or receiving funds. The Bank of Ghana's Payment and Financial Technology Service Provider category also covers specified digital-product support and customer-verification activities. Calling the Ghanaian company a software exporter cannot settle that classification. (Act 987, s. 7; Bank of Ghana Notice BG/GOV/SEC/2020/14, pp. 1–2.)
Map the Ghana team's actual services against its licence, conditions and the PFTSP categories. Obtain a written Bank of Ghana position where the proposed export service leaves the perimeter uncertain. That is a recommended evidence gate, not a claim that every software export requires a statutory approval. For an existing licensee or authorised entity, material product or service changes can require approval under section 43. A new UK subsidiary does not expand the Ghanaian company's licensed scope. (Act 987, ss. 7 and 43.)
Separate receiving outsourced work from outsourcing the Ghanaian company's own regulated functions. Where section 38 applies to the latter, the company must inform the Bank of Ghana in writing, retain the required accountability and submit the service-level agreement within ten days after signing. Do not automatically apply the 2024 Outsourcing Directive for banks and other specified institutions to a company licensed only under Act 987. (Act 987, s. 38; Bank of Ghana, Outsourcing Directive, November 2024, para. 2.)
Keep customer currency conversion with the EMI under the initial arrangement. Ghanaian law separately restricts unlicensed foreign-exchange business. If the Ghanaian company also falls within Act 987's agent regime, section 91(1)(d) prohibits it from undertaking any form of FX transaction. Displaying a principal's quote under instructions should not become the Ghanaian company's independent currency trade. (Foreign Exchange Act, 2006, Act 723, ss. 3 and 15; Act 987, s. 91(1)(d).)
The proposed customer market is UK businesses. Do not add Ghanaian wallet customers, cedi collections or Ghana settlement without reviewing the local permissions and remittance rules. The Bank of Ghana's June 2026 notice addresses unauthorised foreign-currency wallets offered to users in Ghana; it does not establish a blanket prohibition on every UK wallet supported by Ghanaian developers. (Bank of Ghana Notice BG/GOV/SEC/2026/14, 12 June 2026.)
Directors', beneficial owners' and authorised users' information remains personal data within a business product. Remote access by the separate Ghanaian company is a restricted UK transfer even if the servers stay in Britain. Ghana is outside the UK's adequacy arrangements. For routine support access, put an Article 28 processing contract and an appropriate Article 46 transfer safeguard in place. The UK IDTA or the applicable UK Addendum requires the associated data protection test and any additional protections the assessment identifies. (UK GDPR, arts. 28 and 46(1A), (2), (6)–(8); ICO, International transfers guidance and Adequacy regulations.)
Ghana's Act 843 also applies. A foreign controller using a processor carrying on business in Ghana can fall within section 45(1)(b). Section 45(2) requires a covered controller incorporated overseas to register as an external company. Determine whether the EMI and UK agent each act as controllers, and complete applicable external-company and Data Protection Commission registration before processing. Ghanaian processors must address the foreign-data requirements and written processing arrangements. Active onboarding and support are not mere data transit. Until those conditions are met, keep identifiable customer-data processing outside Ghana. (Act 843, ss. 18(2), 27, 29–30, 45 and 53.)
The principal agreement and launch conditions
The programme agreement should translate these conclusions into specific duties. Licentium's service for launching through an EMI or payment institution principal covers role selection, programme terms and the customer journey. For this wallet, the review should produce:
- An activity schedule naming the EMI, UK agent and Ghanaian supplier, with permitted services, countries, currencies and limits on instruction and account access.
- Customer and app terms identifying the issuer, payment provider, agent, FX counterparty, fees, redemption conditions and complaint routes.
- An operating schedule allocating onboarding, monitoring, transaction decisions, safeguarding data, incidents and regulatory access.
- Processing and transfer agreements covering controller roles, Ghana access, subprocessors, security, records and termination.
- A funded exit plan covering customer notices, records, outstanding transactions, redemption and a replacement principal.
The EMI must complete required agent registration before payment services start and make the applicable outsourcing notification before entering the operational outsourcing contract. It should approve the customer screens and operating permissions against the contractual allocation. The Ghanaian company must complete the applicable licensing, change-approval and data-registration steps. Release only the activities for which those conditions are satisfied. Commercial notice periods, liability caps and transition funding remain negotiation choices; the principal's statutory duties remain with it. (EMRs, regs. 26, 34 and 36; Act 987, ss. 7, 38 and 43; UK GDPR, arts. 28 and 46.)
An exit cannot consist of copying balances into another EMI's ledger. The replacement must hold the appropriate permissions, accept the programme and complete the required onboarding and agent registration. Establish the legal route for moving each customer contract, funds and e-money claim, with customer agreement where required. Until a lawful transfer or redemption occurs, preserve the existing issuer's obligations and records. A special-administration transfer has its own statutory rules and should not be assumed available for ordinary migration. (EMRs, regs. 34 and 39–44; Payment and Electronic Money Institution Insolvency Regulations 2021, SI 2021/716, regs. 24–27.)
Plan notices by contract date and customer class. For covered indefinite payment contracts entered into on or after 28 April 2026, provider termination generally requires 90 days' notice, reasons and complaint information. Earlier contracts retain a different rule. Apply the statutory exceptions and any valid business-customer opt-out individually. Termination of the commercial programme does not itself shorten the customer's notice or redemption rights. (PSRs, regs. 40(7) and 51A–51D; EMRs, regs. 39–44.)
The exit schedule should allow the EMI to stop new activity when its permissions or legal obligations require it, while preserving lawful redemption and customer support. Give both parties defined duties to export reconciled records, resolve pending payments, communicate with customers and cooperate with a replacement. Price those transition services before accepting the first wallet customer.
Review principal and agent customer documents with Licentium to settle the provider identities, permitted onboarding and FX functions, responsibility schedule and EMI replacement terms before launch.