Buying an existing licensed company can be a faster route into a regulated market than a new application, but only if the licence survives the transaction. Esquare Legal advises buyers and sellers of regulated crypto, payments and foreign-exchange businesses on diligence, regulatory approval and the transaction documents.
Who We Act For
- Exchanges, VASPs, payment and FX platforms acquiring a licensed entity to enter a new market.
- Owners selling a licensed business, including holders of licences that are currently dormant.
- Investors taking a stake large enough to require regulatory approval of a change in control.
What We Do
1. Acquisition or new application
We compare the two routes for your target market on approval risk, timing, capital, banking and operational readiness, so the decision to buy is made on the right basis.
2. Regulatory diligence
We review the permissions the target actually holds, licence conditions, compliance history, regulator correspondence, AML/CFT framework, capital position and outstanding obligations, and report the issues that affect price, structure or approval.
3. Change-of-control approval
We identify the approvals required, prepare the filings and fit-and-proper material for the incoming controllers and directors, and manage engagement with the regulator through to decision.
4. Transaction documents
We draft and negotiate the share purchase agreement, with conditions tied to regulatory approval, regulatory warranties and indemnities, and covenants that protect the licence between signing and completion.
5. After completion
We handle post-completion notifications, governance changes and the appointment of key regulated roles, and can continue as ongoing counsel to the acquired business.
Markets
We advise on acquisitions of businesses regulated in the UAE, including VARA-licensed entities, in Pakistan, and in Brazil, including BCB-authorised institutions such as FX brokers (corretoras de câmbio) and securities dealers (DTVMs). For other markets we coordinate local counsel.
Scope and Fees
We do not list or broker businesses for sale, and no adviser can guarantee regulatory approval. Tax and financial diligence is carried out by your accountants or by specialists we coordinate. Fees are staged and agreed for each phase: route assessment, diligence, transaction and approval.
Frequently Asked Questions
Is buying a licensed company faster than applying?
Sometimes. Most regulators require prior approval for a change of control, with fit-and-proper scrutiny of the new owners similar to a fresh application. The time saved usually comes from existing infrastructure, banking relationships and operating history rather than from avoiding review.
What usually goes wrong?
Permissions that are narrower than the buyer assumed, unresolved regulatory findings, licences at risk of lapse through dormancy, and approval timelines that run past the long-stop date in the purchase agreement.
Can you help us find a target?
We assess targets that you identify, and tell you early whether a particular licence will support your business model.
Related Services
- VARA licensing in Dubai
- PVARA licensing in Pakistan
- Brazil BCB crypto licensing
- Cross-border structuring
- Fractional General Counsel
- All jurisdictions
This page provides general information and is not legal advice. Regulatory requirements differ by jurisdiction and change over time. Scope and fees are agreed in an engagement letter.