Why This Guide Exists
A small but persistent market exists for pre-authorised UK payment institutions — companies that already hold an FCA SPI or API registration, available for purchase. Brokers, corporate advisers, and some regulatory consultants market these as shortcuts: buy the licence, save months, launch faster. For the right buyer in the right circumstances, that can be true. For many buyers, it turns out to be slower, more expensive, and riskier than a fresh application.
This guide is for buyers considering this route. It covers the law, the commercial reality, the due-diligence process, and the most common pitfalls. The tone is neutral — this is not a pitch against ready-made licences, and it is not a pitch for them.
What "Ready-Made SPI Licence" Actually Means
You cannot buy an FCA licence in isolation. What you can buy is a UK-incorporated company that holds an SPI registration. The acquisition is a corporate transaction — share purchase, not asset purchase — through which you become the new controller of an already-registered firm.
Common sub-types in the market:
- Dormant shell — the firm was registered but never traded, or traded minimally before being placed in dormancy. Clean history, minimal operational legacy.
- Previously active firm — the firm traded for some period, then the owners decided to exit. Carries operational history, customer relationships, possible residual liabilities.
- Distressed firm — the firm is being sold because of financial difficulty, regulatory concern, or strategic retreat by the current owners. Highest risk; can be lowest priced.
The Regulatory Framework: Change in Control
Any acquisition of a material holding in an FCA-authorised firm triggers the change-in-control regime under Part XII of the Financial Services and Markets Act 2000 (FSMA). This is the mechanism that prevents licences from freely transferring.
What Triggers Part XII
A change-in-control notification is required when a person acquires:
- 10% or more of the shares or voting rights in the firm
- The ability to exercise significant influence over the management of the firm
- Control — whether directly or indirectly, alone or with others
The Process
- Proposed acquirer submits the Section 178 Notice — a formal notification to the FCA before the transaction completes. This is a substantial document set.
- FCA assessment period — the statutory period is 60 working days. The FCA can pause the clock to request information.
- FCA decision — the FCA either approves (with or without conditions), raises objections requiring further work, or refuses.
- Transaction completes only after approval. Completing before approval is a serious breach.
What the FCA Assesses
The assessment criteria are broadly the same as for a fresh application:
- Reputation and integrity of the proposed acquirer (fit and proper)
- Reputation, experience, and suitability of any new directors or senior managers
- Financial soundness of the proposed acquirer
- Compliance of the firm post-acquisition with PSRs 2017 and related regulation
- Reasonable grounds to suspect money laundering or terrorist financing (this is where sources-of-funds evidence is closely examined)
Buying an SPI does not skip fit-and-proper. You are still being assessed — just at the back end rather than the front end.
The Commercial Reality: Pricing and Timelines
Typical Pricing Ranges
| Type | Typical Price Range | What You Get |
|---|---|---|
| Dormant shell SPI | £30,000–£80,000 | Company + registration; no operations |
| Lightly-traded SPI | £80,000–£150,000 | Company + registration + some operational setup |
| Active SPI with corridor coverage | £150,000–£300,000+ | Registration + contracts + customer base + tech (quality varies) |
| Distressed SPI | Variable, can be low | Registration + unknown liabilities |
Prices do not include: seller-retained regulatory capital (or its buy-out), legal fees (typically £10,000–£40,000), due-diligence costs (£5,000–£20,000), and the Part XII process itself (FCA fees plus your adviser costs).
Timeline Reality
The timeline argument is often the weakest part of the ready-made-licence pitch. Here is the honest comparison:
- Fresh SPI application — 3 months (well-prepared) to 6 months (messy). Active reg timer: ~3 months.
- Buying a ready-made SPI — identify target (2–6 weeks), forensic due diligence (4–8 weeks), commercial negotiation (2–4 weeks), Part XII submission preparation (4–6 weeks), FCA assessment (60 working days or more), completion. Total: 4–7 months.
The ready-made route is sometimes faster when a buyer already has the Part XII package prepared (unusual) or when the FCA has existing familiarity with the proposed controllers. Without those factors, the time saving is typically modest.
Due Diligence: The Work You Cannot Skip
Forensic due diligence is where the value in a ready-made-licence deal is either discovered or destroyed. Budget 4–8 weeks of adviser time.
Regulatory Due Diligence
- Full Financial Services Register history — including any prior names, permissions changes, or restrictions
- Copy of all FCA correspondence for the past 5 years (if the seller has it)
- Any past Voluntary or Own Initiative Requirement (VREQ/OIREQ) on the firm
- Any past formal warnings, censures, or enforcement actions
- HMRC MSB registration status and history
- Any past supervisory visits and findings
Compliance Due Diligence
- Historical AML records and SAR filings
- Sanctions-screening evidence for historical customer book
- KYC record retention and completeness
- Complaints register and Financial Ombudsman cases
- Data-protection records and any UK ICO notifications
Financial Due Diligence
- Statutory accounts and management accounts
- Bank statements and reconciliation to accounts
- VAT and corporation tax status
- Any undisclosed liabilities, guarantees, or contingent liabilities
- Regulatory capital evidence and history of capital adequacy
Commercial Due Diligence
- Material contracts (payout partners, KYC providers, technology vendors, landlords)
- Employment contracts and any outstanding employment disputes
- Intellectual property status (domain, brand, trademarks, software)
- Customer contracts and any embedded commitments
- Litigation history and open matters
Red Flags to Walk Away From
- Seller refuses to provide FCA correspondence history — this is the single biggest red flag. The buyer has a legitimate need for this.
- Unexplained gaps in SAR filings — for a firm that traded, zero SARs over several years with thousands of transactions suggests either no monitoring or unfiled SARs. Both are serious problems.
- Recent director resignations — particularly the MLRO or compliance officer. Often signals a deeper issue.
- Pending enforcement or supervisory issues — any open matter with the FCA transfers with the firm.
- Undisclosed common controllers — multiple SPIs with the same beneficial ownership can indicate licence-shopping behaviour the FCA looks unfavourably on.
- Pressure on timeline — seller insisting on a fast close without giving space for DD.
- Broker-only engagement — inability to speak directly to the seller's principals or legal counsel.
- No clear reason for sale — "just time to move on" for a lucrative business is rarely the whole story.
When Ready-Made Licences Genuinely Make Sense
Three scenarios in which buying rather than applying is the right commercial decision:
Strategic Acquisition of a Trading Firm
You are acquiring an operating business for its customer base, corridor contracts, team, or brand — and the licence is incidental. The deal stands up on the business economics; the licence simply transfers with the rest.
Acquiring an FCA-Familiar Controller Profile
The buyer is already a regulated fintech group with FCA familiarity; the Part XII process is faster for them than a fresh application would be for a novel applicant.
Narrow Timing Windows
You have a specific launch-window constraint (regulatory change, commercial opportunity) where a 4–6 week saving is genuinely material — and the DD confirms the target is clean.
The Honest Alternative: Just Apply Fresh
For most first-generation MTOs considering a ready-made route, the better path is to apply fresh for an SPI while pre-configuring the technology and operational stack. The maths works out like this:
- Fresh application path — £500 FCA fee, ~£15,000–£30,000 in legal and compliance support, ~3 months FCA timer, ~£79/month for software during the wait. Post-registration: ~£199/month operational.
- Ready-made shell path — £30,000–£80,000 purchase, ~£10,000–£40,000 legal, ~£5,000–£20,000 DD, 4–7 months total timeline, same ongoing software cost.
The ready-made route is typically 2x–5x the cost of a fresh application, often slower, and always higher risk. If you are considering it because "applying feels hard", that is a signal you need a better compliance adviser rather than a shortcut.
See our full SPI application guide for the clean-sheet approach, or the SPI Licence Applicant plan to pre-configure software during the application window at £79/month.
If You Still Want to Proceed
A checklist for buyers who have decided a ready-made licence is the right path:
- ☐ Engage a UK regulatory lawyer familiar with Part XII
- ☐ Engage a forensic DD provider (legal, financial, regulatory)
- ☐ Budget at least £60,000 above the purchase price for advisers and the Part XII process
- ☐ Insist on full FCA correspondence disclosure as a DD precondition
- ☐ Insist on seller indemnities for undisclosed liabilities surviving completion
- ☐ Structure purchase price with escrow retention against post-completion findings
- ☐ Pre-prepare the Part XII Section 178 Notice in parallel with DD to save timeline
- ☐ Assume 4–7 months minimum from identification to control
Talk It Through
If you are weighing a ready-made SPI purchase against a fresh application, talking to someone who has run both paths is worth an hour of your time. Contact Remitz or book a demo — we will give you an honest view before you commit either way.