Buy-side CASP acquisition · Croatia
Buy a CASP in Croatia: MiCA-authorised crypto licence
Hrvatska agencija za nadzor financijskih usluga (Hanfa) is Croatia’s competent authority for crypto-asset service providers, and the first MiCA-CASP authorisation issued in Zagreb (Electrocoin, April 2026) set the working benchmark for what a complete file looks like before Hanfa. We broker change-of-control transactions on Hanfa-supervised CASPs to acquirers who want a credible regulator stamp plus EU passporting from one of the smallest authorised pools in the bloc.
Why Croatia
A scarce authorised pool, a credible supervisor, and a closing AML-register transition
Hanfa (the Croatian Financial Services Supervisory Agency) is the competent authority for crypto-asset service providers under Article 62 of Regulation (EU) 2023/1114. The supervisory dialogue runs in Croatian for formal correspondence with English commonly accepted in technical exchanges. The Capital Markets directorate handles the substantive review and coordinates the AML/CFT assessment with Hanfa’s anti-money laundering team. Croatia entered MiCA on the EU calendar, with Title V applicable from 30 December 2024, and the transitional period for crypto firms registered under the previous Anti-Money Laundering Act regime closes on 1 July 2026.
The credibility signal sharpened in April 2026 when Hanfa granted Croatia’s first full MiCA-CASP authorisation to Electrocoin, the Zagreb-based exchange operator behind the Bitcoin Store brand. The authorisation covers crypto-to-fiat exchange, crypto-to-crypto exchange, custody, and asset management. The takeaway for an acquirer is what the precedent confirms more than the announcement itself: Hanfa’s review apparatus works on substantive applicants, the Article 83 dossier expectations are now visible in practice, and the resulting authorisation is recognised across the EEA without further notification beyond Article 65 passporting.
Croatia is a credibility play with scarcity. The authorised CASP pool is narrow because Hanfa’s bar is high and the country is small. Most live targets through 2026 are either freshly authorised CASPs (a very short list, headed by the Electrocoin precedent) or AML-Act registrants mid-conversion ahead of the 1 July 2026 sunset. The acquirer who gets in early secures a Hanfa-supervised entity with EU passport rights, which institutional counterparties read as first-tier on a Eurozone supervisor.
What a Croatian MiCA-CASP authorisation permits
Title V scope, Article 67 capital classes, and the obligations the buyer inherits
A Croatian CASP authorisation is granted under MiCA Title V and unlocks the full menu of crypto-asset services listed in Article 60: custody and administration of crypto-assets on behalf of clients, exchange of crypto-assets for funds, exchange of crypto-assets for other crypto-assets, execution of orders, placing of crypto-assets, reception and transmission of orders, advice on crypto-assets, portfolio management, transfer services for crypto-assets on behalf of clients, and operation of a trading platform. Each service in scope is named in the Hanfa decision, and adding a service after issuance requires an Article 64 modification.
Permanent minimum own funds sit at three classes under Article 67. Class 1 services (advice, reception and transmission of orders, transfer services) are floored at EUR 50,000. Class 2 (execution of orders, exchange of crypto-assets for funds or for other crypto-assets, placing) raises the floor to EUR 125,000. Class 3 (custody and administration, operation of a trading platform) takes it to EUR 150,000. The permanent minimum is a floor only; the binding figure is the higher of the floor and one quarter of the previous year’s fixed overheads. On a mature operating target the overheads test almost always sets the level, and Croatian CASPs trend operationally heavier than the floor because most converted from active AML-Act-registered exchanges with real Croatian-resident customer books.
Article 75 requires segregation of clients’ crypto-assets from the CASP’s own holdings, with reconciliation discipline and contractual disclosure of custody arrangements. Article 68 sets the governance frame: at least two fit-and-proper executive directors with crypto-relevant experience, an organisational structure proportionate to the service mix, internal control and compliance functions resourced to do their job, and a documented business continuity plan. DORA (Regulation (EU) 2022/2554) layers ICT risk management on top from January 2025, and the Travel Rule under Regulation (EU) 2023/1113 governs originator and beneficiary information on crypto-asset transfers. The acquirer inherits all of this at completion, including any open Hanfa correspondence.
What we broker here
The Croatian CASP files we work with
The Croatian CASP book is small and the inventory is genuinely shallow, which is exactly why a buy-side mandate beats a public listing search. Our Croatia mandates fall into three patterns: AML-Act-registered crypto firms who have completed (or will complete by 1 July 2026) the MiCA conversion and are exiting on the back of a strategic decision; greenfield Croatian entities that obtained a fresh CASP authorisation explicitly with an exit in mind; and Croatian subsidiaries of foreign crypto or fintech groups whose parent is restructuring the licence stack and divesting one node.
Our diligence gates on every Croatia file are banking continuity (the EU credit institution holding segregated client crypto-asset proceeds and the timeline to re-paper it post-completion), the AML programme under the Croatian AML/CFT Act and MiCA Title V (transaction monitoring, sanctions screening, the MLRO’s seniority and replaceability), the substance pillar (Zagreb-resident management, locally executed decision-making, and the support functions Hanfa expects under its real-presence test), and the technology stack (custody architecture, key-management arrangements, and the third-party providers inside the audit perimeter). We do not list the same target with multiple acquirers, and we will not present an entity we have not personally diligenced against Hanfa’s published expectations.
Acquisition path
Article 83 change-of-control, in practice
The acquisition mechanic for a Croatian CASP is governed by Article 83 of MiCA. Any proposed acquirer of a qualifying holding (10%, 20%, 30%, or 50% thresholds, or any holding that confers control) must notify Hanfa in writing before the transaction completes. The supervisor acknowledges the notification, opens an assessment window of up to 60 working days, and may extend it once by a further 30 working days where it requests further information. Assessment criteria mirror the prudential framework Hanfa applies across regulated investment firms and credit-equivalent supervised entities: reputation of the proposed acquirer, suitability of incoming directors, financial soundness, ability to comply with MiCA on an ongoing basis, and AML/CFT risk.
What shortens the window is a complete dossier delivered with the initial notification, not after Hanfa’s first request for additional information. We build that dossier with our acquirers before signing: UBO disclosure, sources-of-funds, group ownership chart, three-year prudential plan, governance arrangements at the target post-completion, and (where the target was an AML-Act registrant pre-MiCA) the status of the conversion file at Hanfa. See the acquisition process for the standing checklist.
Why Cadena
Where our buy-side CASP mandate beats the alternatives
- Hanfa-fluent dossiers. Our acquirers’ Article 83 packages are written to Hanfa’s published assessment framework before signing, not retrofitted after the regulator pushes back. That converts a procedural 60-working-day window into a working one.
- Single-side mandate, every file. We act for the acquirer only. The Croatian target’s adviser sits across the table from us on every CASP transaction, never on the same side. That removes the conflict-of-interest cloud that mixed-mandate brokers carry into a supervisor’s review.
- Transition-window arithmetic. The AML-Act-to-CASP conversion deadline of 1 July 2026 is the variable nobody is pricing well in early 2026. We track which Croatian AML-registered targets actually have complete files at Hanfa versus targets that look authorised but whose conversion is still incomplete. That distinction is the deal.
FAQ
Frequently asked, Croatian CASP and MiCA acquisitions
Can I buy a CASP licence for sale in Croatia rather than apply de novo?
Yes, when the underlying entity holds a current Hanfa authorisation under Article 63 of MiCA. The transaction is a change-of-control under Article 83: you notify Hanfa of the proposed qualifying holding, the supervisor runs a fit-and-proper assessment of the acquirer and incoming directors, and the deal completes on the supervisor’s non-objection. We broker only entities whose authorisation is live (or whose conversion file from the AML-Act register is substantively complete) and whose current shareholders have signalled willingness to exit on a clean change-of-control basis.
What is the difference between a CASP and a MiCA licence in Croatia?
They are the same authorisation, named two ways. “MiCA licence” is the colloquial term acquirers use because the regulation creates the regime; “CASP authorisation” is what Hanfa actually issues, because the authorised entity is a Crypto-Asset Service Provider. The licence text references Title V of Regulation (EU) 2023/1114. Both terms point at the same Hanfa decision and the same passporting rights across the EEA.
Can a Croatian CASP passport across the EU?
Yes. Article 65 of MiCA gives any authorised CASP an EEA-wide passport to provide its scoped services in any other EU member state through a notification rather than a fresh authorisation. The acquirer inherits Croatia’s passporting rights at completion. The passport covers exactly the Title V services named in the original Hanfa authorisation; expanding into adjacent services after closing requires an Article 64 modification first.
How does Article 83 change-of-control approval work for a Croatian CASP?
You file a written qualifying-holding notification with Hanfa before the transaction closes, on each of the 10%, 20%, 30%, and 50% thresholds (or where the holding confers control). Hanfa has 60 working days from acknowledged-complete notification to assess, extendable by 30 working days where it requests further information. Assessment criteria are reputation, suitability of incoming directors, financial soundness, MiCA-compliance capability, and AML/CFT risk. The dossier mirrors what an acquirer would file for a qualifying holding in a Croatian investment firm under the prudential framework, calibrated by Hanfa to the MiCA-specific expectations published by ESMA and EBA.
Is buying a Croatian CASP different from buying one in Germany or France?
The MiCA framework is identical across member states; the supervisor and the candidate pool differ. Croatia’s CASP-authorised population is small, Hanfa moves at a measured but predictable pace, and the substance test is real (Zagreb-resident management, local decision-making). Germany’s BaFin runs a more procedural review with a deeper file expectation; France’s AMF/ACPR pair adds a coordinated dual-track step. Compare the German CASP and EU CASP hub pages for the side-by-side. The choice is rarely about the licence itself, it is about which regulator’s reputation the acquirer wants stamped on the entity.
What about VASP-to-CASP conversions before 1 July 2026?
Croatia’s transitional period closes on 1 July 2026; AML-Act-registered crypto firms who do not file a complete CASP conversion application by then lose the ability to provide crypto-asset services in or from Croatia. In practice the population splits into firms with substantively complete conversion files at Hanfa (acquisition candidates), firms that have started conversion but whose file is incomplete (diligence-heavy), and firms that have decided to exit the Croatian market rather than convert (these are sometimes acquisition candidates too, depending on the legacy book). The diligence question is whether the file at Hanfa is genuinely complete, not whether the firm currently appears on the AML register.
Next step
Open a buy-side mandate on Croatian CASPs
If your acquisition thesis points at MiCA-CASP coverage with a Hanfa-supervised entity at the centre, send us your acquisition criteria. We come back with the targets that match: pre-vetted on Hanfa standing, banking continuity, AML programme, AML-Act-to-CASP conversion file status where relevant, and Article 83 readiness. If Croatia turns out to be the wrong fit on diligence, the same engagement covers EU CASP comparables in adjacent member states.
