Buy-side acquisition / France
Buy an EMI in France
The Autorité de contrôle prudentiel et de résolution issues an electronic money institution agrément under Articles L.526-1 et seq. of the Code monétaire et financier, the body of law that transposed EMD2 (Directive 2009/110/EC) into French statute through Law no. 2013-100 of 28 January 2013. For an acquirer, a French EMI is a serious operating proposition: a top-five EU economy under prudential supervision, a settled rulebook administered by the Banque de France, and, since the entry into force of MiCA Title III on 30 June 2024, a charter that doubles as the only EU vehicle other than a credit institution permitted to issue euro-denominated electronic money tokens. Cadena Brokers represents the buyer only. Anything we present from the French shelf has been pre-vetted on banking continuity, qualifying-holding history, and the AML programme before it reaches your desk.
Why France
What an ACPR agrément actually gives you
The Autorité de contrôle prudentiel et de résolution (ACPR) is the French prudential supervisor for the e-money book. It is an administrative authority backed by the Banque de France, with a single mandate spanning licensing, ongoing supervision, and resolution for banks, payment institutions, e-money institutions, and insurers. The licensing statute is the Code monétaire et financier, with the EMI-specific provisions in Articles L.526-1 to L.526-39 and the implementing decrees. The agrément decision rests with the ACPR Collège, on the security-of-payment-instruments opinion of the Banque de France. Two regulators, one file, one supervisory voice afterwards.
Three reasons France belongs in a serious acquirer comparison set. First, scale. The French e-money market is the second-largest in the eurozone after Germany; passporting from a French agrément lands an acquirer at the centre of EU consumer demand rather than at its periphery. Second, the MiCA conversion. Article 48 MiCA reserves euro-denominated e-money token issuance to credit institutions and authorised electronic money institutions; an ACPR-supervised EMI can extend into stablecoin issuance by notification to ACPR rather than filing a fresh authorisation. That has materially repriced French EMI charters in the 2024–2026 window. Third, predictability. ACPR runs a deliberate, document-heavy process; the regulator does not chase volume of agréments, which means a buyer who arrives with a substantive post-acquisition plan finds the rue Taitbout corridor easier to deal with than supervisors in markets where the licensing pipeline has overtaken supervisory bandwidth.
Licence scope
What the licence permits and what it requires
The activities ACPR authorises follow EMD2 directly: issuance of electronic money, redemption at par, distribution and redistribution through agents and distributors, and the full menu of payment services in PSD2 Annex I (account services, card acquiring, remittances, payment initiation, account information). A French EMI cannot take deposits or extend credit beyond the narrow EMD2 window for credit linked to a payment service, and cannot offer investment services without separate AMF authorisation under MiFID.
Statutory minimum initial capital is EUR 350,000, the EMD2 Article 4 floor transposed at Article L.526-7 CMF. Own funds are maintained on a continuous basis under one of the three EMD2 calculation methods; active issuers commonly fall under the volume-linked Method D, which scales required own funds to the average outstanding e-money over the prior six months. Customer e-money funds are safeguarded under Article L.526-32 CMF: held in a segregated account at a credit institution authorised in the EEA, or covered by an insurance policy or comparable financial guarantee. Where the institution provides payment initiation or account information services, the French transposition imposes professional indemnity insurance or a comparable guarantee.
France also operates a simplified EMI regime (établissement de monnaie électronique sous régime allégé) for small issuers: average outstanding e-money in circulation capped at EUR 5 million per month, EUR 250 maximum loaded per instrument, reduced initial capital of EUR 100,000, and no European passport. Most acquirer briefs we receive screen out the simplified regime on day one, since the EU-wide reach is the point of buying a French charter at all.
Any acquisition of a qualifying holding (10%, 20%, 30% or 50% thresholds, plus any move that hands the buyer control) requires prior ACPR approval under Article L.522-9 CMF and Article L.526-26 for EMIs. The fit-and-proper assessment covers beneficial owners, the proposed dirigeants effectifs and members of the board, group structure, and the source and provenance of funds. ACPR consults the home supervisor of any EU-regulated acquirer. The assessment clock under the Joint Guidelines on prudential assessment of acquisitions runs sixty working days from a complete file, extendable in defined cases. The bottleneck for unprepared acquirers is the completeness gate, not the substantive review.
What we broker
The French EMI profiles in our book
Specific entities are not disclosed outside an executed NDA. The general profile of what reaches an acquirer’s brief from the French shelf:
- Live ACPR-agréée EMIs with a continuous payment-services book. Service mix typically combines e-money issuance with one or two of card acquiring, remittances, and account-services payment products. Some entities in the book carry passport notifications already filed into Belgium, Luxembourg, Spain, Italy, and the wider EU 27.
- Banking continuity. Every French EMI we present has at least one operating safeguarding relationship with a French or pan-EU credit institution that we have spoken to directly. An EMI without working banking is not an EMI worth buying; that filter sits at the front door, not at diligence.
- AML programme review. We require sight of the most recent ACPR on-site or off-site supervisory letter, the Tracfin (the French financial intelligence unit) declarations log, and the standing AML/CFT policy. Where a programme has not been refreshed against the 2024 EU AML package and the AMLA-era expectations, the cost of bringing it current is flagged before signing.
- Headcount and key persons. ACPR pays close attention to the dirigeant effectif requirement (Article L.526-9 CMF — at least two effective directors), the responsable de la conformité function, and the IT-risk function under DORA (Regulation EU 2022/2554). Each entity in our book has been tested for whether key persons would stay through change-of-control or whether the buyer needs to plan replacements pre-closing.
- MiCA-EMT readiness, where relevant. For acquirers whose post-acquisition thesis includes euro stablecoin issuance, we flag in advance which entities have already filed the Article 48 MiCA notification (or whose governance and white-paper readiness allows it to be filed promptly).
One observation worth saying out loud. A French EMI looks expensive on initial capital next to Lithuania’s. What acquirers tend to underweight is that ACPR’s three-month statutory window for greenfield agrément rests on a Banque de France opinion that itself has no published clock; the file timing on a fresh authorisation routinely runs longer than the formal three months suggest. Buying an existing French EMI sidesteps that timing risk entirely — the agrément is already on the books.
Process
How an acquisition runs
The mandate is buy-side only. No split fees, no double-broker incentives, no pressure to consider a target whose seller is paying a placement bonus. We take the acquirer’s brief, map it to two to four pre-vetted French profiles, run side-by-side regulatory and banking diligence, then file the qualifying-holding notification with ACPR while target negotiations close in parallel. See the four-step acquisition process on the homepage for the full mechanics.
Why Cadena
Three specific reasons for a French mandate
- Single-side mandate. We work for the acquirer. ACPR notices when the same broker name turns up on both sides of a transaction; the change-of-control file lands cleaner when the buyer arrives with independent representation.
- Banking-continuity first. Each French EMI we present has a live, named safeguarding-bank relationship that has been personally confirmed. A change-of-control file with a frozen safeguarding account is not closeable on any timeline, and France’s safeguarding-bank market is concentrated enough that a refused account at one institution can mean three weeks before another seriously engages.
- Statute literacy. Our diligence checklist is mapped section-by-section to Articles L.526-1 to L.526-39 CMF, the implementing decrees, and the ACPR Notice on EMI authorisation. If the acquisition thesis depends on a particular service mix (say, card acquiring scaled across the eurozone, or MiCA-EMT issuance under Article 48), we can tell you in the first meeting which targets in the French book are board-ready for it and which are not.
FAQ
French EMI acquisition — questions buyers ask us
How does an acquirer buy an EMI in France?
Through a share purchase of an ACPR-agréée entity, with prior change-of-control approval from the Autorité de contrôle prudentiel et de résolution. The mechanics: NDA, profile review, term sheet, regulatory and banking diligence, signing of an SPA conditional on ACPR approval, then filing of the qualifying-holding notification under Article L.522-9 CMF (applied to EMIs by Article L.526-26). Closing is conditional on supervisory non-objection. Cadena Brokers structures the entire path on the buyer’s side and does not represent the seller.
What does change-of-control approval at ACPR involve?
A qualifying-holding file submitted under Article L.522-9 CMF and the EBA/ESMA/EIOPA Joint Guidelines on prudential assessment. ACPR assesses the fit-and-proper standing of the proposed beneficial owners and dirigeants effectifs, the financial soundness and source of funds of the buyer, the strategic plan for the EMI post-acquisition, group governance, and AML/CFT integration. The assessment clock runs sixty working days from a complete file, extendable in defined cases. ACPR consults the home supervisor of any EU-regulated acquirer and, where relevant, the Banque de France on payment-instrument continuity.
What is the statutory minimum capital for a French EMI?
EUR 350,000 of initial capital under Article L.526-7 CMF — the EMD2 Article 4 floor adopted into French law. Own funds on a continuous basis follow one of the three EMD2 methods (Methods A, B or D). Active issuers usually fall under Method D, which scales required own funds to the average outstanding e-money over the prior six months. The headline EUR 350,000 figure is the statutory floor; the operating own-funds requirement for a real book is generally higher.
Can a French EMI passport across the EU?
Yes, where the entity holds the standard agrément. A French EMI passports under EMD2 and PSD2 by notification through ACPR to the host competent authority. Both cross-border services and establishment of branches, agents and distributors are available. Common host markets for French EMIs include Belgium, Luxembourg, Spain, Italy, and Germany. The passporting notification is administrative; it is not a second authorisation file in the host country. The French simplified EMI regime, by contrast, does not carry passport rights.
Can a French EMI issue stablecoins under MiCA?
Yes. Article 48 of the Markets in Crypto-Assets Regulation (Regulation EU 2023/1114) reserves euro-denominated electronic money token issuance to credit institutions and authorised electronic money institutions. Since MiCA Title III entered into force on 30 June 2024, an ACPR-agréée EMI can extend into EMT issuance by notification to the ACPR rather than a fresh authorisation, subject to the white paper, prudential, and own-funds requirements set by MiCA and the related EBA technical standards. This is the single largest reason French and other EU EMI charters have repriced over the 2024–2026 window.
What is the simplified EMI regime in France?
A lighter authorisation pathway under Article L.526-19 CMF for issuers whose average outstanding electronic money in circulation does not exceed EUR 5 million per month, with a EUR 250 cap per instrument. Initial capital is EUR 100,000 rather than EUR 350,000, and the prudential requirements are eased. The trade-off is material: the simplified agrément does not carry the European passport. For acquirers whose thesis is EU-wide reach, the standard agrément is the only option worth screening.
Brief us on the French mandate
Send a short acquisition brief: buyer profile, target service mix, passporting requirements, MiCA-EMT plans if relevant, ICT and DORA constraints. We respond within one business day with the next step.
Adjacent EU 27 EMI pages: Lithuania · Poland · Czech Republic · EMI Europe hub
