BUY-SIDE ACQUISITION · PORTUGAL
Buy a CASP in Portugal — MiCA-authorised crypto licence via Banco de Portugal
Acquiring a Portuguese crypto-asset service provider gives a buyer a Title V MiCA authorisation, supervised by Banco de Portugal in cooperation with the CMVM, and a passport across the twenty-seven member states. We act for the acquirer only — sourcing the right target, running the diligence, and steering the change-of-control file through Avenida do Almirante Reis.
WHY PORTUGAL
A jurisdiction with a working register and a credible authorisation track
Portugal moved early. Banco de Portugal has been registering virtual-asset service providers under Notice 3/2021 since 2021, and by early 2025 a small group of operators — including the Portuguese branch of a major Brazilian exchange — held active VASP registrations. That register is what acquirers actually shop today. The full MiCA-CASP authorisation regime layers on top: Decree-Law No. 22/XVII transposed Regulation (EU) 2023/1114 in December 2024, and the implementing acts assign Banco de Portugal supervision of Title V Chapter 1 (authorisation), Chapter 4 (acquisition of CASPs), Chapter 5 (significant CASPs), and Articles 67 and 68 (prudential requirements and governance arrangements). Conduct-of-business obligations toward clients sit with the Comissão do Mercado de Valores Mobiliários (CMVM), which also issues a 10-to-15-business-day opinion on every authorisation file.
For a buy-side mandate that bifurcation matters. Change of qualifying holdings is a Banco de Portugal call (Article 42 of MiCAR, applied through the Portuguese implementing act), and BdP must notify CMVM of the final decision and any subsequent material change to corporate bodies or qualifying holdings. Pre-existing VASP registrants that filed activity before 30 December 2024 may continue operating under transitional cover until 1 July 2026 or the date of their MiCA decision, whichever comes first. The acquirer’s window to buy with continuity intact, rather than wait out a fresh authorisation, runs through that date.
LICENCE SCOPE
What a Portugal CASP authorisation actually permits
A MiCA-CASP authorisation in Portugal covers the Title V service catalogue: custody and administration of crypto-assets on behalf of clients, operation of a trading platform, exchange of crypto-assets for funds or for other crypto-assets, execution of orders, placement, reception and transmission of orders, advice, portfolio management, and transfer services. The acquirer chooses the scope at the application stage; once authorised, the same legal entity passports across the EEA via the Article 65 notification.
Initial-capital requirements follow Article 67 and Annex IV of MiCAR rather than national figures: EUR 50,000 for advisory, order-reception-and-transmission, and placement-only firms; EUR 125,000 for entities that exchange, execute, or transfer crypto-assets, or run a trading platform; EUR 150,000 for custody and portfolio management. Own funds must remain at the higher of that floor or one quarter of the previous year’s fixed overheads. Governance provisions (Article 68) require a Portugal-effective management presence, fit-and-proper directors, and a written compliance and risk programme proportionate to the services authorised. Acquirers who plan to add custody or stablecoin issuance to a leaner existing scope should expect the BdP to treat that as a substantive variation rather than a notification.
WHAT WE BROKER HERE
Targets that survive the change-of-control file
The Portuguese CASP universe is small. Buying it well means screening targets where (a) the BdP register entry is current and free of supervisory measures, (b) the AML/CFT programme already runs at MiCA-grade — not just the older Notice 3/2021 baseline — and (c) the banking relationships actually bank crypto flow rather than tolerate it. Two of those gates fail more often than the regulatory one. The diligence we run looks for euro IBAN access at a commercial bank, a designated MLRO with attested fit-and-proper status, segregated client-asset arrangements consistent with Article 70, and a Travel Rule pipeline ready for the TFR (Regulation 2023/1113), which Portugal transposed in parallel.
A point worth flagging in advance: the original Portuguese VASP register had a low conversion rate to full MiCA authorisation across the first twelve months. Acquirers who buy registrant shells without an active book or a contracted client base sometimes find themselves financing the post-acquisition authorisation rather than acquiring an authorised firm. The targets we work on have a live book, audited accounts, and a pre-filed (or already-approved) MiCA authorisation file.
ACQUISITION PROCESS
From signed NDA to BdP non-objection
The flow is the one we run for every regulated-firm acquisition: target identification and discreet outreach, signed NDA and information-memorandum review, structured diligence across regulatory, AML, financial, and IT, a price discussion that reflects the change-of-control conditions Banco de Portugal is likely to set, share-purchase documentation, the qualifying-holdings notification under Article 42, and completion against BdP non-objection. Expedited closings are achievable when the target’s file is well-kept and the acquirer is a known fit-and-proper. See our process page for the full sequence and the diligence index we work from.
WHY CADENA
How we work this jurisdiction
- Buy-side only. No double-mandate. Every conversation we have with a Portuguese CASP target is on instruction from a single named acquirer. The seller knows we don’t represent both sides; the BdP teams know which side we sit.
- Pre-vetted for change-of-control. We don’t put a target into a process we don’t think will clear Banco de Portugal supervision. Fit-and-proper screen on the acquirer, qualifying-holdings file in draft before exclusivity, banking-continuity letters in hand at signing.
- MiCA-fluent diligence. The Portuguese transitional regime is one document in a stack that includes Notice 3/2021, the Securities Code amendments, TFR transposition, and the EBA/ESMA Joint Guidelines under Article 96. We read it as a working file, not a thesis topic.
FAQ
What acquirers ask before opening a Portugal mandate
How do I buy a CASP licence in Portugal?
You acquire the legal entity that holds (or has filed for) the Banco de Portugal MiCA-CASP authorisation. The transaction is a share purchase, not a transfer of the licence itself, and it triggers a qualifying-holdings notification under Article 42 of MiCAR. Banco de Portugal reviews the acquirer for fit-and-proper standing, source of funds, and the prudential coherence of the post-acquisition group; CMVM is notified of the final decision. We run the full sourcing-to-completion sequence.
Are there CASP licences for sale in Portugal?
The active universe is small. Fewer than ten firms held BdP VASP registration at the start of 2025, and the MiCA-CASP cohort is still forming. We don’t publish a target list, because most Portuguese CASP owners only sell on a quiet-process basis. On instruction from a named acquirer with a defined scope and budget, we identify the targets that are open, run the outreach under NDA, and shortlist what survives a first-pass diligence read.
Can I buy a MiCA licence in Portugal instead of applying directly?
“MiCA licence” and “CASP authorisation” describe the same instrument from different angles. MiCA is the regulation; CASP is the entity status it creates. Yes, you can acquire a Portuguese entity that already holds (or is in the authorisation pipeline for) a Title V CASP authorisation, and the change-of-control route is materially faster than starting a fresh file. The trade-off is target scarcity: there are far more buyers than viable Portuguese CASP shells, and price reflects that.
What capital does a Portugal CASP need under MiCA Article 67?
Initial capital follows Annex IV of MiCAR, not a Portuguese-specific figure. EUR 50,000 for class-1 firms (advice, reception and transmission of orders, placement). EUR 125,000 for class-2 firms (exchange, execution, transfer, trading-platform operation). EUR 150,000 for class-3 firms (custody, portfolio management). Own funds must hold at the higher of that floor or 25% of the prior year’s fixed overheads, and the calculation is supervised by Banco de Portugal under Article 67.
Does Banco de Portugal approve a change-of-control on a CASP acquisition?
Yes — and the supervisory choreography matters. Acquisition of CASPs falls within Title V Chapter 4 of MiCAR, which the Portuguese implementing act assigns to BdP. The acquirer files a qualifying-holdings notification, BdP runs the fit-and-proper and prudential review, and CMVM is informed of the outcome and of any subsequent material change to the corporate bodies or qualifying holdings. Closing is conditional on BdP non-objection.
Can a Portugal CASP passport across the EU under MiCA?
Yes. Once Banco de Portugal authorises the firm under Title V, it files an Article 65 notification to provide cross-border services into other member states, with ESMA maintaining the public register of authorised CASPs. Passporting is a notification, not a fresh authorisation, but the conduct-of-business expectations of the host NCA still apply. We map the post-acquisition passporting plan into the change-of-control file so the acquirer’s day-one operating geography is BdP-acknowledged before completion.
OPEN A MANDATE
Brief us on a Portugal CASP acquisition
Tell us the acquirer, the scope of services, the post-acquisition geography, and the tolerance for transitional risk. We come back within a working day with a target read and a process recommendation.
