What transfers with a licensed entity - and what does not

When you buy a licensed company, you are almost always buying its shares, not its assets. The legal person continues uninterrupted: nothing inside the company has to move, because the company itself is what moves. Contracts stay in its name, the registration stays on the regulator's books, and the filing history stays exactly where it was.

That continuity is the whole appeal of buying an existing licensed company rather than applying from scratch - and it is also where buyers misjudge deals. The real question is not what the company owns today, but which of those things survive contact with a new owner. The licence itself does, subject to the regulator approving you as the incoming owner; we walk through that approval step in our guide to change of control.

The most expensive assumption in this market is that the operating accounts come with the company. They sit in the company's name, so on paper they continue - but banking is a relationship, not an asset, and the relationship is with the people behind the company as much as with the company itself.

When ownership changes, banks re-run KYC on the new UBOs. They can ask for the same file a fresh applicant would provide, and they can decide to exit the relationship altogether. The same logic applies to PSPs. None of this means the accounts will close - but whether they stay open is the bank's decision, not a term of your share purchase agreement.

So the rule we give every buyer: never price a deal assuming the accounts survive. Model the acquisition as if you will re-establish banking, open the conversation with the incumbent bank early, and treat any account that continues under your ownership as upside rather than a dependency.

Continuity cuts both ways. Because the legal person survives the sale intact, so does everything filed, found and left unfinished under the previous owner. Inherited liabilities in a share purchase include pending regulator examinations, unremediated AML findings and undisclosed tax exposure - none of which reset when the shares change hands.

This is why due diligence on a regulated entity goes beyond standard corporate DD. Reviewing the accounts and the contracts tells you what the company owns; only reading the supervisory correspondence, the compliance registers and the tax file tells you what it owes. In our process, the regulatory file is a primary diligence object, not an appendix to the financial review.

The compliance manual, the AML programme, the risk assessments: all of it comes with the entity, and all of it was written for someone else's business. Policies and AML programmes transfer on paper but must be re-approved and refitted to the new owner's actual transaction flow before they describe the business you intend to run.

If the seller ran low-volume corporate payments and you plan higher-volume retail flows, the inherited programme documents a company you do not operate. Budget the refit as real post-completion work: an updated risk assessment, recalibrated monitoring, and re-approval of the framework under your ownership.