CASP · Buy-side acquisition

Buy a CASP in Italy

Crypto-Asset Service Provider (MiCA-authorised) · Jurisdiction: Italy
Supervisor: Commissione Nazionale per le Società e la Borsa (Consob) + Banca d'Italia

Buy-side acquisition · Italy

Buy a CASP in Italy — MiCA-authorised crypto licence via CONSOB and Banca d’Italia

Acquirers needing an Italian crypto-asset service provider authorisation can buy an existing CASP rather than join the queue at Via Nazionale and the Sede di Milano. Cadena brokers MiCA-CASP and converting-OAM targets in Italy to acquirers only. Buy-side mandates, no listings.

Brief us on your Italian mandate

Why Italy now

CONSOB and Banca d’Italia run a joint CASP authorisation that mirrors the SIM regime

Italy implemented Regulation (EU) 2023/1114 (MiCA) through Legislative Decree No. 129 of 5 September 2024, in force from 14 September 2024. The decree designates the Commissione Nazionale per le Società e la Borsa (CONSOB) and the Banca d’Italia as joint competent authorities: applications for CASP authorisation are filed with CONSOB, which decides after consulting Banca d’Italia under the Title III joint-supervision architecture. The same split that Italian law applies to investment firms (CONSOB on conduct and markets, Banca d’Italia on prudential and stability) was carried over wholesale to the crypto perimeter.

The practical effect is what Italian counsel call the MiFIDisation of CASPs. Article 32 of D.Lgs. 129/2024 cross-references the Testo Unico della Finanza (TUF) for governance, fit-and-proper and conduct standards, so an Italian CASP is supervised more like a SIM than like a registered VASP under the deprecated OAM regime. Acquirers used to lighter EU CASP files (Lithuania, Poland) consistently underestimate the documentation density on the Italian path. The OAM transitional register itself runs out on 1 July 2026 under Decreto-Legge 30 June 2025 n. 95: any target that has not converted to MiCA authorisation by then loses the right to operate, which is why deal flow in this jurisdiction has compressed into 2026.

Scope

What an Italian CASP authorisation actually permits

The CONSOB-issued provvedimento di autorizzazione covers the Title V crypto-asset services chosen at application: custody and administration of crypto-assets on behalf of clients, operation of a trading platform for crypto-assets, exchange of crypto-assets for funds, exchange of crypto-assets for other crypto-assets, execution of orders on behalf of clients, placing of crypto-assets, reception and transmission of orders, advice on crypto-assets, portfolio management of crypto-assets, and transfer services. The authorisation specifies the subset the firm may provide; expanding scope after issuance is filed as an amendment that CONSOB processes with Banca d’Italia input.

Statutory minimum capital tracks MiCA’s three-class tiering set out in Annex IV: EUR 50,000 for class 1 (advice, reception/transmission, execution, placing, transfer), EUR 125,000 for class 2 (everything in class 1 plus the two exchange services and portfolio management), and EUR 150,000 for class 3 (custody and operating a trading platform). Article 70 of MiCA, applied through D.Lgs. 129/2024, imposes segregation of clients’ crypto-assets and clients’ funds in dedicated accounts at credit institutions or central banks (a familiar discipline for any Italian SIM buyer; less familiar to acquirers from non-EU exchange backgrounds). Italian corporate income tax (IRES) at 24% applies to the operating entity in the ordinary way, plus IRAP at the regional rate.

Change of control

The qualifying-holding file is reviewed by Banca d’Italia, not CONSOB

A share-purchase that crosses 10%, 20%, 30% or 50% of voting rights or capital in an Italian CASP requires prior approval as a partecipazione qualificata under MiCA Article 42, and the file is examined by Banca d’Italia (with CONSOB input) under the same standards applied to qualifying holdings in SIMs and banks. The acquirer’s reputational standing, financial soundness, source of funds, fit-and-proper of proposed directors and key function holders, AML risk profile, and post-acquisition business plan are all on the file. The notification can be opened on a signed term sheet, so the Banca d’Italia clock can start running while commercial diligence and SPA negotiation continue in parallel.

The Italian quirk worth pricing in: because the change-of-control approval sits with Banca d’Italia rather than CONSOB, the assessment timeline tends to track the prudential authority’s qualifying-holding workflow, which on the SIM precedent is closer to a banking-style review than to a markets-conduct sign-off. A target whose proposed acquirer cannot articulate a credible Italian-resident senior governance plan tends to attract supplementary information requests that consume weeks. Pre-clearing the governance design with the Banca d’Italia desk before filing is one of the quiet diligence gates that decides whether closing happens in the same calendar quarter.

Mandate scope

What we broker on Italian CASP mandates

Our typical buy-side acquirer here is a non-EU exchange or wallet operator that wants an EEA passport without a fresh CONSOB application, an EMI or PI seeking to bolt crypto-asset services onto an Italian payments stack, or an institutional asset manager taking a regulated entry into Mediterranean crypto flow. We pre-vet targets on the gates that decide CASP transactions in this jurisdiction: CONSOB and Banca d’Italia supervisory standing (no open enforcement letters, no findings carried forward from the OAM register, clean ispezione record), banking continuity (which Italian or pan-EU credit institution holds the operational and segregated-client accounts, and whether they will support a change of beneficial owner), AML programme depth under Decreto Legislativo 231/2007 and the consolidated Banca d’Italia anti-money-laundering provisions, Travel Rule compliance, key-personnel retention through closing, and ICT resilience under DORA.

We never list assets. We do not represent sellers. Mandates are exclusive to one acquirer per target file. Cadena is paid by the buyer.

Process

How an Italian CASP acquisition runs

We sign your mandate, build the target longlist against your service-class scope (a class-3 custody/trading-platform target is a different universe to a class-1 advice-and-RTO firm), run sourced approaches under NDA, and shortlist the names that survive a first-pass diligence. From there we run regulatory diligence in parallel with the Banca d’Italia qualifying-holding submission so the approval clock moves while the SPA is being negotiated. Expedited closings on regulator-approved targets are standard when the change-of-control file is opened before SPA signing. Full step sequence sits at our process page.

Why Cadena

Three reasons acquirers brief us on Italian targets

  • We track the converting-OAM cohort against the 1 July 2026 deadline. A defined number of OAM-registered VASPs filed CASP applications in 2025; the cohort is now visibly bifurcating into firms that will hold authorisation in time and firms that will not. We map which already hold the CONSOB provvedimento, which are still in istruttoria, which are sale candidates because they cannot fund the substance build, and which are quietly winding down.
  • We coordinate the qualifying-holding file with the Banca d’Italia desk early. The repeated mistake on Italian deals is treating the partecipazione qualificata approval as a closing condition rather than a critical-path workstream. We open the dialogue with the prudential authority before SPA signing, on the strength of an executed term sheet, and pull the approval onto the deal calendar.
  • Buy-side only, and TUF-aware. Foreign advisors who treat Italian CASP diligence as a generic MiCA exercise miss the SIM-style governance overlay. We diligence the target’s organi sociali, internal-control framework and sistema di controlli interni against the standard CONSOB and Banca d’Italia expect under Article 32 of D.Lgs. 129/2024, because gaps that look minor at signing tend to surface as supervisory follow-ups in the first inspection cycle post-closing.

FAQ

Italian CASP acquisition questions we get asked

Buy a CASP license in Italy — what’s actually transferable in the deal?

The CONSOB-issued CASP authorisation attaches to the legal entity, not its shareholders. A share-purchase transfers control of the licensed firm and inherits whatever supervisory file CONSOB and Banca d’Italia have built on it. The provvedimento itself does not move to a new vehicle; the entity moves to a new owner, subject to the prior partecipazione-qualificata approval. That approval, examined by Banca d’Italia separately from the licence file CONSOB already cleared, looks at the proposed acquirer’s reputational standing, financial soundness, source of funds and governance.

Buy a MiCA license in Italy — is the acquired entity automatically passportable?

Yes. An Italian CASP authorisation is a MiCA authorisation, and MiCA authorisations passport into other EU and EEA member states by notification through CONSOB under Article 65. The acquired entity can offer its authorised crypto-asset services into Germany, France, Spain, the Netherlands and the rest of the EEA without re-authorisation in each member state. The substance and governance must remain anchored in Italy; passporting expands the addressable market without changing the home-state supervisor.

Is an Italian CASP for sale a faster path than a fresh MiCA application?

For most acquirers, yes. A de novo CASP application at CONSOB runs roughly 6 to 9 months from a complete file (after the substance build: registered office, Italian-resident senior management, banking arrangements, internal-controls framework). Acquiring an authorised CASP collapses that into the Banca d’Italia qualifying-holding clock, which is shorter, runs on a defined statutory timeline, and can be filed in parallel with commercial diligence. The trade-off is what you are buying: target-specific diligence (legacy contracts, OAM-register history, AML programme maturity) becomes the principal risk rather than application risk.

Where do I find the official Italian CASP register?

CONSOB and Banca d’Italia maintain the public list of MiCA-authorised CASPs operating in Italy, alongside the EU-wide register that ESMA publishes under Article 109 of MiCA. Both are updated as authorisations are granted, varied or withdrawn. The legacy OAM operatori in valute virtuali register continues to show transitional VASP registrants, but its operational relevance ends on 1 July 2026 when the transition window closes. Cadena reconciles all three sources on every Italian mandate so the licensing status of a target is current to the day of file opening.

What change-of-control approval does Banca d’Italia require for an Italian CASP acquisition?

Under Article 42 of MiCA and the joint EBA/ESMA Guidelines on prudential assessment of qualifying holdings, prior approval by Banca d’Italia is required for acquisitions crossing 10%, 20%, 30% or 50% of voting rights or capital, or any other transaction that confers controlling influence. The notification covers acquirer identity, source of funds, financial soundness, fit-and-proper of proposed directors and key function holders, the post-acquisition business plan, and AML risk indicators. The decision clock starts when the file is complete; the practical objective is to land complete on first submission rather than re-file.

Can a foreign acquirer hold 100% of an Italian CASP, and what residency does the board need?

Yes — a non-EU acquirer can hold 100% of the share capital subject to Banca d’Italia’s qualifying-holding approval. There is no EU-residency requirement on shareholders, but the senior governance arrangements must show that the entity’s mind and management are exercised from Italy. In practice that means a board with credible Italian or EU representation, a managing director resident in Italy, internal control function heads in or commuting reliably to the Italian office, and decision-making documented as taking place inside the country. The prudential authority pays close attention to the substance side; an empty-shell governance plan is the most reliable way to extend the assessment timeline.

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