Buy-side CASP acquisition · Slovenia
Buy a CASP in Slovenia: MiCA-authorised crypto licence
An acquirer who wants Eurozone supervision, EU passport rights, and a Ljubljana base of operations buys into Slovenia. The Securities Market Agency (Agencija za trg vrednostnih papirjev, ATVP) is the competent authority for crypto-asset service providers under Article 93 of MiCA, and the authorised pool emerging out of the ZIUTK transition window is small enough that buy-side mandates beat any public listing search. We broker change-of-control transactions on ATVP-supervised CASPs to acquirers building credible MiCA coverage from one of the EU’s quietly competent supervisors.
Why Slovenia
A Eurozone supervisor, a small authorised pool, and a transition window closing this year
ATVP supervises crypto-asset service providers under Slovenia’s Zakon o izvajanju Uredbe (EU) o trgih kriptosredstev (ZIUTK, the Law on the Implementation of Regulation (EU) on Crypto-Asset Markets), which entered into force on 23 November 2024 and operationalises MiCA inside the Slovenian legal order. ATVP runs the substantive review for non e-money CASPs (custody, exchange, trading platform, advice, RTO, transfer services), while the Bank of Slovenia (Banka Slovenije) is the competent authority for issuers and service providers of e-money tokens and asset-referenced tokens. The supervisory dialogue runs in Slovenian for formal correspondence, with English routinely accepted in the technical exchanges and dossier annexes.
Slovenia is a small market that punches above its weight on supervisor reputation. ATVP has been running prudential and conduct supervision over Slovenian investment firms for two decades and brings the same fit-and-proper rigour to the MiCA file. The country sits inside the Eurozone, which removes the FX layer institutional banking counterparties price into a Croatian, Czech or Polish CASP. Slovenia transposed MiCA early through ZIUTK, met the EU’s 30 December 2024 application date without delay, and ATVP began accepting full CASP applications immediately under the published 25 working days completeness check plus 40 working days substantive assessment timeline (with one suspension permitted for additional information).
The acquirer-relevant variable through 2026 is the closing transition window. Article 143(3) of MiCA gave member states up to 18 months from 30 December 2024 to grandfather VASP-equivalent registrants pending CASP authorisation, taking the outer deadline to 1 July 2026. ESMA’s 17 April 2026 statement on the end of transitional periods reinforced that competent authorities are expected to act against firms that miss their national deadlines. The Slovenian CASP population in mid-2026 therefore splits into three buckets: freshly authorised CASPs (a short list); ZIUTK-transition firms whose conversion file at ATVP is substantively complete; and firms that will exit the Slovenian market rather than convert. The first two are acquisition candidates; the third is occasionally one too, depending on the legacy book.
What a Slovenian MiCA-CASP authorisation permits
Title V scope, Article 67 capital classes, and the obligations the buyer inherits
A Slovenian CASP authorisation is granted under Title V of Regulation (EU) 2023/1114 and unlocks the full menu of crypto-asset services listed in Article 60: custody and administration of crypto-assets on behalf of clients, 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 on crypto-assets, transfer services for crypto-assets on behalf of clients, and operation of a trading platform for crypto-assets. Each service in scope is named individually in the ATVP decision; adding a service after issuance triggers an Article 64 modification with a fresh assessment of the marginal scope.
Permanent minimum own funds sit in three classes under Article 67. Class 1 (advice on crypto-assets, reception and transmission of orders, transfer services) is floored at EUR 50,000. Class 2 (execution of orders, exchange for funds, exchange for other crypto-assets, placing) raises the floor to EUR 125,000. Class 3 (custody and administration, operation of a trading platform) takes it to EUR 150,000. Each class floor is just that — a floor. The binding figure is the higher of the floor and one quarter of the previous year’s fixed overheads. On any operating Slovenian target with real customer activity, the overheads test sets the level rather than the class floor, and ATVP looks at the headroom over a stressed three-year prudential plan rather than the spot reading.
Article 75 requires segregation of clients’ crypto-assets from the CASP’s own holdings, with reconciliation discipline, written custody policies, and contractual disclosure of the custody arrangements to clients. Article 68 sets the 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 commensurately, and a documented business continuity plan covering ICT, key management and customer-facing service continuity. DORA (Regulation (EU) 2022/2554) layers ICT risk management on top from January 2025, and the Travel Rule under Regulation (EU) 2023/1113 governs originator and beneficiary information on crypto-asset transfers. The acquirer inherits all of this at completion, including any open ATVP correspondence on the file.
What we broker here
The Slovenian CASP files we work with
The Slovenian CASP book is shallow by design. Slovenia is a country of two million people, ATVP’s bar is real, and the prior virtual-currency-exchange register under the AML/CFT framework was already small. That makes a buy-side mandate the only sensible search. Our Slovenia files fall into three patterns: virtual-asset firms registered under the prior Slovenian AML/CFT regime that filed a substantive ZIUTK conversion application at ATVP and are exiting on the back of a strategic decision; greenfield Slovenian d.o.o. or d.d. entities that obtained a fresh CASP authorisation explicitly with an exit in mind; and Slovenian subsidiaries of foreign crypto, fintech or payments groups whose parent is rationalising the licence stack and divesting one node.
Our diligence gates on every Slovenia file are banking continuity (the Eurozone credit institution holding segregated client crypto-asset proceeds and the timeline to re-paper that relationship post-completion under change-of-control terms in the bank’s own framework agreement), the AML programme under the Slovenian AML/CFT Act and MiCA Title V (transaction monitoring rule sets, sanctions screening, the MLRO’s seniority plus replaceability), the substance pillar (Ljubljana-resident management, locally executed decision-making, the support functions ATVP expects under its real-presence test rather than a brass-plate arrangement), and the technology stack (custody architecture, key-management arrangements, third-party providers inside the audit perimeter, DORA register completeness). We do not list the same target with multiple acquirers, and we will not present an entity we have not personally diligenced against ATVP’s published expectations.
Acquisition path
Article 83 change-of-control, in practice
The acquisition mechanic for a Slovenian CASP is governed by Article 83 of MiCA. Any proposed acquirer of a qualifying holding (10%, 20%, 30% or 50% thresholds, or any holding that confers control) must notify ATVP in writing before the transaction completes. The supervisor acknowledges the notification, opens an assessment window of up to 60 working days, and may extend it once by a further 30 working days where it requests further information. Assessment criteria mirror what ATVP applies across regulated investment firms: reputation of the proposed acquirer (including any criminal, regulatory or financial-soundness adverse history), suitability of incoming directors against the fit-and-proper standard, financial soundness of the acquiring group, ability to comply with MiCA on an ongoing basis (governance, capital, technology), and AML/CFT risk arising from the change in beneficial ownership.
What shortens the working window is a complete dossier delivered at notification, not after ATVP’s first request for additional information. We build that dossier with our acquirers before signing: UBO disclosure to the ultimate beneficial layer, sources-of-funds documentation, group ownership chart, three-year prudential plan with stressed scenarios, governance arrangements at the target post-completion (board composition, key-function holders, MLRO continuity), and (where the target was a ZIUTK-transition file) the precise status of the conversion application at ATVP. See the acquisition process for the standing checklist.
Why Cadena
Where our buy-side CASP mandate beats the alternatives
- ATVP-fluent dossiers. Our acquirers’ Article 83 packages are written to ATVP’s published assessment framework before signing, not retrofitted after the regulator pushes back. That converts a procedural 60-working-day window into a working one.
- Single-side mandate, every file. We act for the acquirer only. The Slovenian 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 the qualifying-holding notification.
- Transition-window arithmetic. The ZIUTK conversion deadline is the variable nobody is pricing well in mid-2026. We track which Slovenian targets actually have substantively complete files at ATVP versus targets whose conversion is still mid-flight. That distinction is the deal — and on most Slovenian files it is the only thing that determines whether a 60-working-day Article 83 review is achievable.
FAQ
Frequently asked, Slovenian CASP and MiCA acquisitions
Can I buy a CASP licence for sale in Slovenia rather than apply de novo?
Yes, when the underlying entity holds a current ATVP authorisation under Article 63 of MiCA, or has a substantively complete ZIUTK-conversion file pending. The transaction is a change-of-control under Article 83: the acquirer notifies ATVP of the proposed qualifying holding, the supervisor runs a fit-and-proper assessment of the acquirer and incoming directors, and the deal completes on ATVP’s non-objection. We broker only entities whose authorisation is live (or whose conversion file is substantively complete and on a clear path) and whose current shareholders have signalled willingness to exit on a clean change-of-control basis. We do not broker shell registrations or files the regulator has not yet engaged with.
What is the difference between a CASP and a MiCA licence in Slovenia?
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 ATVP actually issues, because the authorised entity is a Crypto-Asset Service Provider under Article 59 of Regulation (EU) 2023/1114. Slovenia transposed MiCA into national law through ZIUTK, which entered into force on 23 November 2024. The ATVP decision references both Title V of MiCA and the relevant ZIUTK provisions; both terms point at the same authorisation and the same passporting rights across the EEA.
Can a Slovenian CASP passport 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 in each jurisdiction. The acquirer inherits Slovenia’s passporting rights at completion under the change-of-control transaction. The passport covers exactly the Title V services named in the original ATVP authorisation; expanding into adjacent services post-closing requires an Article 64 modification at ATVP first, which is processed against the same prudential and governance tests applied at initial authorisation.
How does Article 83 change-of-control approval work for a Slovenian CASP?
You file a written qualifying-holding notification with ATVP before the transaction closes, on each of the 10%, 20%, 30% and 50% thresholds (or where the holding confers control regardless of percentage). ATVP 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 proposed acquirer, suitability of incoming directors against the fit-and-proper standard, financial soundness of the acquiring group, ongoing MiCA-compliance capability, and AML/CFT risk from the change in beneficial ownership. The dossier mirrors what ATVP requests for a qualifying holding in a Slovenian investment firm under the prudential framework, calibrated to the MiCA-specific expectations published by ESMA and EBA in joint guidelines.
Is buying a Slovenian CASP different from buying one in Germany or Croatia?
The MiCA framework is identical across member states; the supervisor and the candidate pool differ. Slovenia has a small authorised pool and ATVP runs a measured but substantively rigorous review with real Ljubljana-presence expectations. Germany’s BaFin runs a more procedural review with a deeper file expectation and more touchpoints. Croatia’s Hanfa is a similarly small authorised pool with comparable AML-Act-to-CASP transition arithmetic. Compare the German CASP and Croatian CASP pages for the side-by-side. The choice on these smaller-pool jurisdictions is rarely about the licence text, it is about which supervisor’s reputation the acquirer wants stamped on the entity and which transition-window file is genuinely closeable.
What about VASP-to-CASP conversions before 1 July 2026?
The maximum MiCA Article 143(3) transitional period for crypto firms registered under prior national regimes runs to 1 July 2026 across the EU. ESMA’s 17 April 2026 statement reinforced that competent authorities are expected to act on firms that miss their national deadlines. In Slovenia the population splits into firms with substantively complete ZIUTK-conversion files at ATVP (acquisition candidates), firms whose conversion file is incomplete (diligence-heavy or pass), and firms that have decided to exit the Slovenian market rather than convert (sometimes acquisition candidates depending on the legacy book and the timing). The diligence question is whether the file at ATVP is genuinely complete, not whether the firm currently appears on the prior virtual-currency register.
Next step
Open a buy-side mandate on Slovenian CASPs
If your acquisition thesis points at MiCA-CASP coverage with an ATVP-supervised entity at the centre, send us your acquisition criteria. We come back with the targets that match: pre-vetted on ATVP standing, banking continuity into a Eurozone credit institution, AML programme, ZIUTK-conversion file status where relevant, and Article 83 readiness. If Slovenia turns out to be the wrong fit on diligence, the same engagement covers EU CASP comparables in adjacent member states.
