Buy-side acquisition · Luxembourg
Buy a CASP in Luxembourg — MiCA-authorised crypto licence via the CSSF
Acquirers seeking a Luxembourg crypto-asset service provider authorisation can buy an existing CASP rather than file a fresh dossier on Route d’Arlon. Cadena Brokers represents acquirers only on Luxembourg MiCA-CASP and converting-VASP targets. Buy-side mandates, no listings.
Why Luxembourg now
The CSSF was confirmed as MiCAR competent authority in February 2025
The Law of 6 February 2025, published in the Mémorial on 10 February and in force the same day, designates the Commission de Surveillance du Secteur Financier (CSSF) as Luxembourg’s competent authority under Regulation (EU) 2023/1114 on markets in crypto-assets. The same statute amends the Law of 5 April 1993 on the financial sector to slot crypto-asset services, asset-referenced tokens and electronic-money tokens into the supervised perimeter, and updates the Law of 12 November 2004 on AML/CFT to extend the obliged-entity regime to CASPs and to self-hosted wallet flows above EUR 1,000.
The acquirer-relevant point is timing. MiCAR became fully applicable to CASPs on 30 December 2024; Luxembourg-registered VASPs that existed before that date sit in a transitional regime that runs until 1 July 2026 (or until the CSSF grants or refuses CASP authorisation, whichever comes first). Targets in the conversion file therefore split into three cohorts: those already authorised, those mid-application, and those whose VASP registration will simply lapse in mid-2026 if a fresh CASP file is not on the desk by then. The cohort a target sits in is the single most important variable in pricing it.
Scope
What a Luxembourg CASP authorisation actually permits
Authorisation is granted under Article 63 of MiCAR and covers the Title V services chosen at application: custody and administration of crypto-assets on behalf of clients, operation of a trading platform for crypto-assets, the two exchange services (crypto for funds; crypto for crypto), execution of orders, placing of crypto-assets, reception and transmission of orders, advice on crypto-assets, portfolio management of crypto-assets, and transfer services. The CSSF authorisation specifies the subset the entity may provide; widening scope post-issuance is filed as an amendment under the same article.
Statutory minimum capital follows MiCAR’s three classes set out in Annex IV: EUR 50,000 for class 1 (advice, reception/transmission, execution, placing, transfer), EUR 125,000 for class 2 (class 1 plus the two exchange services and portfolio management), and EUR 150,000 for class 3 (custody and operation of a trading platform). Article 70 of MiCAR requires segregation of clients’ crypto-assets and clients’ funds at a credit institution or central bank, a discipline familiar to any Luxembourg professional du secteur financier acquirer, less so to acquirers from non-EU exchange backgrounds. Luxembourg corporate income tax (IRC) plus municipal business tax produces an aggregate rate around 24.94% for a Ville de Luxembourg-domiciled entity in 2026.
Change of control
The qualifying-holding file under Article 42 MiCAR sits with the CSSF
A share-purchase that crosses 10%, 20%, 30% or 50% of voting rights or capital in a Luxembourg CASP triggers prior notification under Article 42 of MiCAR, with the CSSF as assessing authority. The dossier addresses the proposed acquirer’s reputational standing, financial soundness, source of funds, the fit-and-proper of incoming directors and key function holders, AML risk profile, and the post-acquisition business plan. Commission Delegated Regulation (EU) 2025/414 fixes the detailed information set the file must contain. The notification can be opened on a signed term sheet, so the CSSF’s assessment clock can run alongside SPA negotiation rather than after it.
The Luxembourg quirk worth pricing in: the CSSF’s qualifying-holding desk applies the same standards to a CASP that it applies to a PFS or a credit institution, and an acquirer that cannot articulate a credible Luxembourg-resident senior governance plan tends to pull the assessment into supplementary information requests. Pre-clearing the governance design (board composition, Luxembourg-resident senior management, conducting officers under Article 38 of the LFS-equivalent regime applied via the Law of 6 February 2025) before filing is one of the quiet diligence gates that decides whether closing happens this calendar quarter or next. The Coinbase and Bitstamp 2025 authorisations, both processed in Luxembourg, are useful precedent for what the CSSF expects on substance.
Mandate scope
What we broker on Luxembourg CASP mandates
Cadena represents acquirers only. Targets typically fall into one of three profiles: a CSSF-authorised CASP with live banking and a clean AML record; a transitional VASP with a CASP application already filed under Article 62, where the value sits in the file and the conversion timeline; and an EMI or investment firm holding the simple-notification right under Article 60 of MiCAR for a defined service set. Each profile prices differently and runs a different diligence sequence.
On the diligence side, the gates that decide whether a Luxembourg CASP transaction closes are: banking continuity at the target’s existing credit institution (BIL, Spuerkeess, BGL BNP Paribas or a correspondent), the AML programme’s ability to absorb the acquirer’s client base without triggering a CSSF circular 25/878 or 25/879 finding, the fit-and-proper standing of conducting officers being retained, IT and cyber-resilience under DORA (which applies to MiCAR-authorised entities from 17 January 2025), and a clean travel-rule implementation for transfers above EUR 1,000. We work the file end-to-end with Luxembourg counsel and the qualifying-holding desk; we do not list targets and we do not run sell-side processes.
Process
From mandate to closing
The Cadena buy-side mandate runs in four phases: scoping, target identification, diligence, and execution. Luxembourg CASP transactions add a fifth: the Article 42 qualifying-holding clearance, which can run in parallel with SPA negotiation once a term sheet is signed. Expedited closings are the norm where the target is already CSSF-authorised and the acquirer’s governance file is clean; conversion-VASP targets close on a longer arc tied to the underlying authorisation timetable. See the acquisition process page for the full step-by-step.
Why Cadena
Three things that matter on Luxembourg CASP files
- Buy-side discipline. We carry no inventory and run no auctions. Our incentive aligns with the acquirer’s price, not with closing any particular target.
- CSSF-process literacy. The qualifying-holding desk’s expectations on conducting officers, board composition and AML governance are the file gates we plan around from day one.
- Banking-continuity testing. A Luxembourg CASP that loses its credit-institution relationship loses its safeguarding compliance. We diligence the banking arrangements before the SPA, not after.
FAQ
Acquirer questions on Luxembourg CASP transactions
Can I buy a CASP licence in Luxembourg?
Yes. A Luxembourg CASP authorisation is held by a legal entity, and the entity is acquirable through a share purchase. The CSSF must approve the change of control under Article 42 of MiCAR before the transaction completes. That is the gating condition rather than any prohibition on buying. Cadena represents acquirers identifying CSSF-authorised CASPs and converting VASPs that are sale-receptive.
Are there Luxembourg CASP licences for sale right now?
The market is genuinely thin. The CSSF has issued only a handful of full CASP authorisations since MiCAR became applicable on 30 December 2024 (Coinbase and Bitstamp are the visible ones), and most of these are not sale-receptive. The active deal flow sits in the transitional VASP cohort filing for CASP conversion before 1 July 2026. Brief us on your specifics and we will tell you what is genuinely in the file rather than what the listing sites claim.
How does buying a MiCA licence in Luxembourg compare with applying directly?
A direct CSSF application from scratch typically runs longer than a year on the Article 62 timeline once the file is complete, and does not deliver the operational substance (banking, AML programme, conducting officers) that the acquirer needs to actually trade. Acquiring an existing CASP delivers the authorisation and the operational base together, with the change-of-control assessment running in parallel with the SPA. The cost difference is real; the time difference is usually decisive.
What is the Luxembourg MiCA licence for sale market actually like?
It is two sub-markets. The first is the small set of fully CSSF-authorised CASPs, which trade rarely and at premium multiples. The second is the converting-VASP cohort, where value depends on the maturity of the CASP application file, the strength of the AML programme, and how clean the existing banking relationship is. Cadena maps both and represents acquirers only.
Who supervises a Luxembourg CASP day-to-day?
The Commission de Surveillance du Secteur Financier (CSSF), under the powers conferred by the Law of 6 February 2025 read with MiCAR. The CSSF runs onsite inspections, can require document production, can suspend non-compliant activities and can impose financial penalties up to EUR 15 million for crypto-asset breaches. The supervisory posture is closer to that applied to PFS than to the lighter-touch VASP register that ran until end-2024.
Can an EMI or investment firm provide CASP services without full authorisation?
Article 60 of MiCAR allows certain regulated entities (credit institutions, investment firms, electronic money institutions, UCITS managers, AIFMs and a small set of others) to provide a defined subset of crypto-asset services on simple notification to the CSSF, rather than on full CASP authorisation. The notified entity is constrained to the service set its existing authorisation already supports. Acquirers sometimes prefer the notification route via a Luxembourg EMI or investment firm target where the planned service set is narrow.
Open a Luxembourg mandate
Acquirers brief us; we run the file
Tell us the service set, the deal envelope and your governance picture. We will tell you what is realistic in the Luxembourg CASP cohort and where to look first.
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