Buy-side CASP acquisition · Lithuania
Buy a CASP License in Lithuania: MiCA Crypto Authorisation from the Bank of Lithuania
Lithuania is one of the most-watched MiCA-CASP jurisdictions in the EU because the Bank of Lithuania ran the largest legacy virtual-currency-provider register in the bloc and the country’s transition window has now closed. The CASP cohort that emerged is small, supervised hard, and trading at a premium; the dispersion between converted entities and freshly-authorised ones is widening. We broker change-of-control transactions on Lithuanian CASP-authorised entities to acquirers who want a clean MiCA authorisation, EU passporting, and a target whose Bank of Lithuania file is already in supervisable shape.
Why Lithuania
The most active CASP supervisor in the EU, with the deepest legacy register and the hardest re-authorisation gate
The competent authority for crypto-asset service providers in Lithuania is the Bank of Lithuania (Lietuvos bankas), which acts as the sole national MiCA supervisor for CASPs under Articles 62 to 63 of Regulation (EU) 2023/1114. The local statutory anchor is the Republic of Lithuania Law on Markets in Crypto-Assets, which transposes MiCAR into Lithuanian law and assigns supervisory powers to the central bank. The Bank of Lithuania publishes a 40-business-day complete-application review window for CASP files, extendable where the regulator requests further information.
Lithuania reaches MiCA from a singular starting point: the country once held the largest registered virtual-asset-service-provider population in the EU, with several hundred entities on the public register at the regime’s peak. The Bank of Lithuania spent late 2024 publicly recalling those operators to the new prudential standard, and the transitional period for legacy VASPs ran out on 31 December 2025. After that date, providing crypto-asset services in Lithuania without a MiCA-CASP authorisation is illegal financial activity. The market that emerged from the transition is materially smaller than the one that entered it, and the supervisor has been explicit that conversion is a substantive re-authorisation rather than a paper exercise.
That posture matters for an acquirer. A Bank of Lithuania-authorised CASP is the product of a real supervisory file, not a grandfathered VASP carried across the line. The Article 83 change-of-control review inherits that posture. The substance test, the AML programme, and the technology-stack disclosures are all measured against published Bank of Lithuania expectations rather than negotiated after filing. Smaller pool than the pre-MiCA register, harder targets to find, and the targets that do exist arrive with less embedded supervisory risk than acquirers familiar with the old VASP file would expect.
What a Lithuanian MiCA-CASP authorisation permits
Title V scope, Article 67 capital classes, and what the buyer inherits
The authorisation grants the full menu of MiCA Title V crypto-asset services: custody and administration of crypto-assets on behalf of clients, operation of a trading platform, 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 of crypto-assets, and transfer services. Each service is named on the authorisation. Adding a service after authorisation requires an Article 64 modification reviewed by the Bank of Lithuania on a separate file, so the scope at completion is the scope you operate.
Permanent minimum own funds follow MiCA Article 67’s three-class structure. Class 1 services (advice, reception and transmission of orders, transfers) are floored at EUR 50,000. Class 2 (execution, exchange of crypto-assets for funds or for other crypto-assets, placing) raises the floor to EUR 125,000. Class 3 (custody and administration, trading-platform operation) takes the floor to EUR 150,000. The binding capital figure is the higher of that floor and one quarter of the previous year’s fixed overheads, and the Bank of Lithuania cross-checks the calculation against the audited financials in the dossier. On a real operating target the overheads test usually sets the level.
Article 75 requires segregation of clients’ crypto-assets and funds from the CASP’s own holdings, with reconciliation discipline and clear contractual disclosures. Article 68 sets the prudential 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 2022/2554) layers ICT risk management on top from January 2025, and the Travel Rule (Regulation 2023/1113) governs originator and beneficiary information on crypto-asset transfers. Lithuania’s standard 15% corporate income tax applies to operating profits at the entity level, which is one of the lower CIT rates in the EU and part of why the jurisdiction sits high on acquirer shortlists. The acquirer takes all of this at completion, including any open Bank of Lithuania correspondence and any pending supervisory items.
What we broker here
The Lithuanian CASP files we work with
The Lithuanian CASP book has two distinct populations and we work both. First, the entities that came through the Bank of Lithuania’s MiCA conversion track from the legacy virtual-currency-provider register — most of these never reached authorisation, but the cohort that did has a Bank of Lithuania file that the regulator has personally walked through. Second, the de novo CASP authorisations being issued on a steady cadence through 2026, including combined-licence cases (the first authorisation in May 2025 paired CASP scope with a Category A financial brokerage licence, signalling the supervisor’s case-by-case willingness to layer regulated permissions). Both routes produce targets worth diligencing; neither route appears on a public shop window.
Our diligence gates on every Lithuania file are banking continuity (the credit institution holding segregated client crypto-asset proceeds, often a Lithuanian or wider Baltic bank, and the timeline to re-paper the relationship after completion), the AML programme under Lithuanian implementing law and MiCA Title V (transaction monitoring calibrated to Lithuania’s national risk assessment, sanctions screening including the EU sectoral regime, and the MLRO’s seniority and replaceability), the substance pillar (Vilnius or Lithuania-resident management with locally executed decision-making and the support functions the Bank of Lithuania expects under its real-presence reading), and the technology stack (custody architecture, key-management arrangements, and the third-party providers inside the audit perimeter). We do not present an entity we have not personally diligenced against the Bank of Lithuania’s published file expectations.
Acquisition path
Article 83 change-of-control with the Bank of Lithuania, in practice
The acquisition mechanic is governed by Article 83 of MiCA, layered with the Bank of Lithuania’s own qualifying-holding rules. Any proposed acquirer of a qualifying holding (10%, 20%, 30%, or 50% thresholds, or any holding that confers control) must notify the Bank of Lithuania in writing before the transaction closes. The supervisor acknowledges the notification, opens the assessment window of up to 60 working days, and may extend by a further 30 working days where it requests further information. Assessment criteria are the standard MiCA set: reputation of the proposed acquirer, suitability of incoming directors, financial soundness, ability to comply with MiCA on an ongoing basis, and AML/CFT risk, calibrated against Lithuania’s national risk assessment and the regulator’s view on the proposed group structure.
What shortens the window is a complete dossier delivered with the initial notification. The Bank of Lithuania will engage in pre-notification dialogue on the contemplated transaction structure if the acquirer asks, and that dialogue routinely surfaces the dossier gaps that would otherwise generate the 30-working-day extension request. We build the dossier with our acquirers before signing: ultimate beneficial owner disclosure, sources-of-funds, group ownership chart, three-year prudential plan, governance arrangements at the target post-completion, and the status of every open supervisory item including any carry-overs from the converted-VASP file. See the acquisition process for the standing checklist.
Why Cadena
Where our buy-side CASP mandate beats the alternatives
- Single-side mandate, every file. We act for the acquirer only. The Lithuanian 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 of an Article 83 file.
- Bank of Lithuania-fluent dossiers. Our acquirers’ Article 83 packages are written to the supervisor’s published assessment framework before signing, with the pre-notification consultation built in to the timeline rather than tacked on at the end. The dossier reaches the Bank of Lithuania in a state the regulator recognises immediately, which is what converts a 60-working-day procedural window into a working one.
- Conversion-cohort literacy. Lithuania’s CASP population includes converted-VASP entities and de novo authorisations, and the diligence questions are not the same. The converted file carries legacy supervisory history that a freshly-authorised target does not; the de novo file is shorter but the operating record is thinner. We diligence the right questions on each route, which is the work that listing services do not do.
FAQ
Frequently asked: Lithuanian CASP and MiCA acquisitions
Can I buy a CASP license in Lithuania rather than apply de novo?
Yes, when the underlying entity holds a current Bank of Lithuania authorisation under Article 63 of MiCA. The transaction is a change-of-control under Article 83: you notify the Bank of Lithuania 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. Lithuania’s MiCA-CASP population is small relative to the legacy VASP register that preceded it, so listings do not exist in any usable form. A buy-side mandate that approaches named targets directly is the only reliable acquisition route.
What is the difference between a CASP license and a MiCA license in Lithuania?
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 the Bank of Lithuania actually issues, because the authorised entity is a Crypto-Asset Service Provider. The licence text references Title V of Regulation (EU) 2023/1114 and the Republic of Lithuania Law on Markets in Crypto-Assets. Both terms point at the same Bank of Lithuania decision and the same passporting rights across the EEA.
Can I buy a MiCA license in Lithuania and operate 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 Lithuania’s passporting rights at completion. The passport covers exactly the Title V services named in the original Bank of Lithuania authorisation; expanding into adjacent services after closing requires an Article 64 modification first. Lithuania’s English-fluent supervisory dialogue and the Bank of Lithuania’s experience running cross-border dossiers from its EMI and PI books make passporting notifications particularly clean to assemble from a Vilnius base.
How does Article 83 change-of-control work for a Lithuanian CASP?
You file a written qualifying-holding notification with the Bank of Lithuania before the transaction closes, structured per the supervisor’s standing rules. The Bank of Lithuania has 60 working days from acknowledged-complete notification to assess, extendable by 30 working days where it requests further information. Assessment criteria are reputation of the acquirer, suitability of incoming directors, financial soundness, MiCA-compliance capability, and AML/CFT risk against Lithuania’s national risk assessment. The Bank of Lithuania engages in pre-notification dialogue with the proposed acquirer when asked, and that dialogue is the lever that compresses the 60-working-day window in practice.
What about the legacy Lithuanian VASP register — can I still buy one?
The transitional period for the legacy virtual-currency-provider regime ended on 31 December 2025. After that date, an entity cannot lawfully provide crypto-asset services in Lithuania without a Bank of Lithuania CASP authorisation. A legacy VASP that did not convert is no longer a usable acquisition target for live operations; what you can still buy is the corporate shell, but without the licence the strategic premise of the deal disappears. The targets worth our attention are entities that completed the conversion and now hold a current CASP authorisation, plus the de novo authorisations issued after late May 2025.
What capital does a Lithuanian CASP need to hold post-acquisition?
MiCA Article 67 sets three permanent minimum own-funds classes and the binding figure is the higher of the class floor or one quarter of the previous year’s fixed overheads. Class 1 (advice, reception and transmission of orders, transfers) is floored at EUR 50,000. Class 2 (execution, exchange, placing) is EUR 125,000. Class 3 (custody, trading-platform operation) is EUR 150,000. On a real operating target with multi-million-euro overheads, the overheads test usually sets the actual capital level above the class floor. Diligence on the target should reconcile booked own funds to the most recent audit and forecast the post-acquisition operating run-rate so the buyer is not surprised by an Article 67 top-up requirement in the first quarter of operations.
Next step
Open a buy-side mandate on Lithuanian CASPs
If your acquisition thesis points at MiCA-CASP coverage with a Baltic risk profile and the deepest converted-VASP supervisory experience in the EU, send us your acquisition criteria. We come back with the targets that match: pre-vetted on Bank of Lithuania standing, banking continuity, AML programme calibrated to Lithuania’s national risk assessment, post-conversion file status where relevant, and Article 83 readiness. If Lithuania turns out to be the wrong fit on diligence, the same engagement covers EU CASP comparables in adjacent member states.
