BUY-SIDE ACQUISITION · ESTONIA · MiCA-CASP
Acquire a Finantsinspektsioon-supervised CASP, MiCA-authorised for the EU 27
The Estonian regime for crypto-asset service providers crystallised on 1 July 2024, when the Crypto-Asset Markets Act (CMA) came into force and assigned Finantsinspektsioon (the Financial Supervisory Authority) sole authority to grant, refuse, revoke and supervise CASP authorisations under Article 62 of MiCA and § 6(1) of the CMA. From January 2025 onward, no CASP authorisation has flowed from the Estonian Financial Intelligence Unit; new licences are issued by Finantsinspektsioon, and the prior FIU-VASP register sunsets on 1 July 2026.
For an acquirer, this transition is the headline. Targets that hold legacy FIU-VASP permits today are not selling a permit; they are selling a substrate (banking, board, AML programme, IT estate, regulatory file) that an acquirer can re-authorise as a MiCA-CASP under Finantsinspektsioon. Targets that already hold a Finantsinspektsioon CASP authorisation are a different proposition entirely, and the diligence gates differ accordingly.
REGULATORY CONTEXT
Why an Estonian CASP, and what the MiCA framework lets it do
Estonia carries two structural attributes that matter to a fintech acquirer. First, Finantsinspektsioon is a member of the European Banking Authority and ESMA colleges and applies the MiCA framework directly, with the CMA as the local statutory carrier. Second, an Estonian-authorised CASP can passport its services across the EU 27 plus EEA on Title V notification, the same passporting logic that governs EMIs and payment institutions, applied to the crypto perimeter.
The Title V service scope is broad. A MiCA-authorised CASP, depending on the services notified at authorisation, can offer custody and administration of crypto-assets on behalf of clients, operate a trading platform for crypto-assets, exchange crypto-assets for funds or for other crypto-assets, execute orders for clients, place crypto-assets, receive and transmit orders, advise on crypto-assets, manage portfolios, and provide transfer services. Acquirers usually focus on a subset; custody plus exchange is the most common combination on a CASP-2 capital tier.
Annex IV of MiCA fixes the prudential floor by service class. Class 1 services (advice, reception/transmission of orders, placement, portfolio management) require €50,000 of initial capital. Class 2 services (custody, exchange, execution, transfer) require €125,000. Class 3 (operation of a trading platform) requires €150,000. Capital must be paid in fiat and held in an EEA account at authorisation. Client crypto-assets and client funds are segregated from the firm’s own holdings, with reconciliation requirements that DORA layers operational-resilience expectations on top of.
WHAT WE BROKER
The kind of Estonian CASP target an acquirer should want
Two profiles dominate our Estonia book. The first is a Finantsinspektsioon-authorised CASP carrying a fresh permit, a two- or three-member management board with the required board residency and fit-and-proper standing, a banking line opened post-authorisation, an AML/CFT framework documented at the level Finantsinspektsioon expects (real-time monitoring, FATF travel-rule coverage with no minimum threshold, suspicious-activity reporting routed to the FIU), and DORA-aligned IT documentation. These targets command a premium because the licence itself is durable.
The second profile is a legacy FIU-VASP holder running on the 1 July 2026 transition runway. The permit on the register is not the asset; the asset is the corporate vehicle, the banking, the AML/IT substrate and any client book. An acquirer takes the entity through change-of-control approval and submits a fresh CASP application in parallel, so the new authorisation is in hand before the FIU permit lapses. We screen these targets specifically for whether the substrate can carry a Finantsinspektsioon CASP file without significant remediation. That is the pre-vetting that separates a workable target from a wasted process.
Across both profiles, the acquirer’s diligence gates are the same: banking-continuity at signing and post-closing, the integrity of the AML programme under live load, FTE retention through change-of-control, and the regulatory standing of the management board with Finantsinspektsioon. Pricing the entity around the licence is the wrong frame. Pricing it around the substrate is the right one.
CHANGE OF CONTROL
How an acquisition clears Finantsinspektsioon
Acquiring a qualifying holding in a Finantsinspektsioon-authorised CASP is a notification-and-approval process. The acquirer files the qualifying-holding notification with Finantsinspektsioon, Finantsinspektsioon assesses the proposed acquirer against MiCA’s fit-and-proper criteria (reputation, professional standing, financial soundness, AML risk, and suitability of the proposed governance model), and the deal closes after the regulator’s non-objection. The licence does not transfer; it stays with the legal entity, while the qualifying-holding clearance attaches to the new beneficial owner.
For acquirers stepping into a legacy FIU-VASP entity, the parallel CASP application sits alongside the change-of-control file. We sequence the two so that change-of-control clearance and CASP authorisation align: the entity continues to operate during the transition window, and the CASP authorisation is in place for the post-2026-07-01 perimeter. The acquirer’s parent or holding structure also faces consolidated supervision considerations where the group already carries other MiCA, EMI, PI or CRD-IV authorisations elsewhere in the EU.
A short note on cost framing. Buy-side cost on an Estonian CASP transaction is dominated by three things: the substrate’s audited equity, the value the acquirer attaches to operational time-to-market versus a de novo CASP authorisation, and the cost of any remediation Finantsinspektsioon’s diligence flags. The acquisition value is set by the substrate, not by what is paid into the regulatory file.
WHY CADENA
Single-side, Estonia-aware, transactional
- Buy-side only. We represent the acquirer. The target’s broker, if it has one, sits on the other side of the table; never both at once. Our incentives match yours from mandate to close.
- Pre-vetted on the Estonia thesis. Every CASP target we present has been screened for Finantsinspektsioon standing, FIU-transition position (if applicable), banking-line continuity, board residency and fit-and-proper status, AML programme depth, and DORA documentation. Targets that fail the pre-vet do not reach the acquirer’s desk.
- Expedited closings without corner-cutting. Our process is fast because the diligence is front-loaded, not because the substance is thin. Change-of-control clearance, CASP authorisation sequencing and banking continuity are run on parallel tracks.
FAQ
What acquirers ask first
How do you buy a ready-made company with a crypto licence in Estonia?
Through a share-purchase or asset-and-permit transfer of an existing entity, sequenced with a qualifying-holding notification to Finantsinspektsioon. The licence stays with the legal entity; the new beneficial owner is cleared on MiCA fit-and-proper criteria. We run target identification, pre-vet the substrate, and structure the deal so the regulatory clearance and the closing align. The acquirer takes the keys with the CASP authorisation in hand and banking lines warm.
What does an Estonia CASP licence cost on the secondary market?
Pricing is target-specific and driven by the substrate, not the permit alone. The variables that move the number are audited equity, banking quality, AML programme maturity, the strength of the management board, IT and DORA documentation, and any client book attached to the entity. Government application fees paid to Finantsinspektsioon are immaterial against the deal value. We share comparable transaction ranges with mandated acquirers under NDA, never publicly.
What is a CASP licence in Estonia?
A CASP licence is a Finantsinspektsioon authorisation issued under Article 62 of MiCA and § 6(1) of the Estonian Crypto-Asset Markets Act. It permits the holder to provide one or more of the Title V services (custody, exchange, trading-platform operation, order execution, placement, transfer, advice, portfolio management) and to passport those services across the EU 27 plus EEA on notification. Initial capital ranges from €50,000 (Class 1 services) to €150,000 (Class 3, trading platform).
Can a buyer take over an existing MiCA licence in Estonia?
Yes — the licence stays with the entity through a change of beneficial ownership, subject to Finantsinspektsioon’s prior approval of the qualifying-holding acquirer on MiCA fit-and-proper grounds. The acquirer files the qualifying-holding notification, the regulator runs its assessment, and the transaction closes on non-objection. The licence is not “transferred” — it persists in the legal vehicle while the new owner is cleared into it.
What happens to existing FIU-VASP licences after 1 July 2026?
They lapse. There is no automatic conversion. Holders of FIU-issued VASP authorisations must submit a fresh CASP application to Finantsinspektsioon and receive authorisation under MiCA before 1 July 2026 to continue trading post-deadline. For an acquirer, this means the value of a legacy FIU-VASP target is in its substrate, not its permit. The acquisition thesis is to re-authorise the entity as a Finantsinspektsioon CASP through the parallel application.
Can an Estonian CASP passport into other EU member states?
Yes. MiCA Title V provides for outbound passporting of CASP services across the EU 27 plus EEA on notification: Finantsinspektsioon notifies the host-state national competent authority and the CASP can begin offering its Title V services in the host state without a separate authorisation. The substantive supervision stays with Finantsinspektsioon as home regulator.
NEXT STEP
Open a buy-side mandate on Estonia
Tell us the service classes you need (Title V scope), the operational substrate you require (banking, AML maturity, board posture), and your timeline window. We screen the Estonia book, present pre-vetted targets, and run the change-of-control and CASP authorisation tracks to closing.
Brief us on your acquisition criteria See the EU-wide CASP hub
