Buy-side mandate · Curaçao Gaming Authority
Buy a Curaçao gaming licence: direct CGA authorisation
Cadena Brokers represents acquirers of Curaçao-licensed online gaming operators under the new LOK regime. We present pre-vetted B2C and B2B licensees authorised directly by the Curaçao Gaming Authority, with banking, AML programmes and key-persons already in place. Buy-side only; we never act for the seller.
Regime
The LOK regime and what changed for acquirers
The National Ordinance on Games of Chance (LOK, in Dutch Landsverordening op de Kansspelen) was adopted by the Curaçao Parliament on 17 December 2024 and entered into force a week later. It abolishes the twenty-five-year master-sublicensee architecture under which four private master holders issued downstream operating rights, and replaces it with direct authorisation by the Curaçao Gaming Authority (CGA), the supervisory body that succeeded the Gaming Control Board.
For an acquirer, the practical consequence is a cleaner counterparty. A target authorised under the new regime holds its licence directly from the CGA, not through a master holder whose contractual rights, AML lineage and termination triggers were notoriously hard to verify in diligence. Legacy NOOGH licensees were given until 24 June 2025 to either migrate to a direct LOK licence or wind down (with one six-month extension available); from mid-2026 the population of acquirable Curaçao operators is, in effect, the CGA-licensed cohort.
The reform was a condition of the Dutch Government’s COVID-era financial support to Curaçao and operates within the broader Kingdom-level Rijkswet framework, so the supervisory direction of travel is clear: closer alignment with EU-grade AML and player-protection expectations, and a hard prohibition on sublicensing.
Scope
What the CGA licence permits
LOK distinguishes two licence types issued by the CGA: a B2C operator licence covering player-facing online gaming, sports betting and casino activity, and a B2B supplier licence covering software platforms, RNGs, aggregators and white-label infrastructure. Both are issued by the Authority on a non-transferable basis (Article 2.2 sets the denial criteria; the prohibition on assignment is structural to the regime).
Licensees must hold the licence in a Curaçao-incorporated NV or limited liability company, managed by a natural person resident in Curaçao or by a Curaçao-incorporated legal entity. The Curaçao Civil Code does not impose a hard statutory minimum capital floor on the NV form, so capital adequacy is assessed by the CGA on a substance-and-risk basis during the two-phase application. Phase 1 verifies UBO and key-persons (eight weeks, plus a four-week extension if needed). Phase 2 verifies operational compliance: AML programme, segregation of player funds, responsible-gaming framework, technical standards.
Players from a defined restricted-jurisdictions list cannot be served (the list is set by the CGA and updated; the US, France, Netherlands, the Dutch Caribbean and several other restricted markets are excluded from the licence’s permitted reach). Curaçao corporate income tax for licensed e-zone operators sits at the 2% e-zone rate under historic regimes, transitioning toward the 22% headline CIT for new entrants, and diligence should test which regime the target sits under.
Profile
What we broker here
Cadena’s Curaçao book is profile-disclosed, not entity-disclosed. We do not publish target names, financials or operating brands; acquirers receive a redacted teaser under NDA, then a full data room once the mandate is confirmed and AML checks on the acquirer have cleared.
Typical profiles in book include direct CGA B2C operators with live banking and PSP rails (EUR-denominated EMI accounts plus crypto-acquiring), B2B suppliers with platform contracts already novated to the direct-licence entity, and legacy NOOGH operators mid-way through the LOK transition where the acquirer takes the entity post-migration. Every profile carries documented banking continuity, an AML/CTF programme reviewed against the LOK requirements, FTE on the ground in Curaçao, and clean key-persons records.
Targets that fail our pre-mandate checks (unverified UBO chain, NOOGH licence not converted by the LOK deadline, AML gaps the buyer would inherit) do not reach the acquirer’s desk.
Process
The change-of-control path
Acquiring a Curaçao-licensed entity is a share transaction in a Curaçao NV, conditioned on CGA approval of the new UBO and any new key-persons. The licence itself is non-transferable, but the licensee (the legal person holding the licence) can change ownership with regulator consent. That is the path the LOK contemplates, and the only path that does not require a fresh application.
The CGA’s review of the new UBO mirrors Phase 1 of the original application: identity, source of funds, source of wealth, fit-and-proper, sanctions and adverse-media screening. Each UBO and qualified interest holder carries a per-person administrative fee payable to the Authority. Banking continuity on the target is a separate gate. Incumbent EMI relationships and PSP contracts typically include a change-of-control consent right that has to be obtained in parallel, not sequentially.
A four-step recap of the acquisition workflow is on the homepage process section. Expedited closings are the norm for clean files; files with unconverted NOOGH licences or unclear UBO history take longer, because they need a remediation track before the CGA will entertain the change.
Why Cadena
Why acquirers come to us for Curaçao
- Single-side mandate. We are paid by the acquirer. There is no split fee with the seller, no incentive to push a marginal target, no parallel pitch to a competing buyer. On a Curaçao iGaming deal, where the seller’s broker often holds the master-licensee relationship and quietly steers the file, that alignment is the difference between a clean close and a year of indirection.
- LOK-current diligence. Every target in our Curaçao book is documented against the post-LOK requirements: direct CGA licence number (or evidenced NOOGH-to-LOK migration in progress), UBO file ready for Phase 1 re-review, AML programme aligned with the Authority’s published expectations, key-persons cleared.
- Banking and PSP continuity. The hardest part of a Curaçao acquisition is not the licence. It is keeping the EUR and USD rails live after the change of control. We map each target’s bank and PSP consent rights before introducing it to the acquirer, so the side-letters that need to be signed are visible from week one.
FAQ
Curaçao gaming acquisitions: frequently asked
What are the requirements for a Curaçao gaming licence under the LOK?
A Curaçao NV or LLC incorporated locally, managed by a Curaçao-resident director or a Curaçao-incorporated corporate manager, an AML/CTF programme aligned with CGA published expectations, segregation of player funds, responsible-gaming controls and verified key-persons. The CGA assesses capital adequacy on a substance-and-risk basis during its two-phase review rather than imposing a hard share-capital floor. When you acquire an already-licensed entity, the licensee already meets these tests, so your file focuses on the new UBO and any new key-persons.
How long does it take to get a Curaçao gaming licence, and is acquiring one faster?
A fresh LOK application runs two phases of eight weeks each, each extendable by four weeks, so a clean greenfield file takes roughly four to six months in front of the regulator alone. An acquisition of an already-licensed entity replaces Phase 1 of the fresh application with a change-of-control review of the new UBO and key-persons, and the operator stays revenue-generating throughout. Expedited closings (short of the regulator timeline that no broker can change) are the norm on clean files.
How much does a Curaçao gaming licence cost to acquire?
Acquisition cost is the enterprise value of the target operator plus the CGA’s per-person administrative fees for the new UBO and qualified interest holders, plus your own counsel and our broker fee. We do not publish target valuations because they vary by net gaming revenue, player database, banking depth, and how clean the file is in front of the CGA. Government registration and supervisory fees are payable to the CGA directly on the standard tariff; we walk through the line items in the data room once a mandate is open.
Which countries are restricted under a Curaçao gaming licence?
The CGA maintains a restricted-jurisdictions list that licensees cannot serve. It excludes the United States, France, the Netherlands, the Dutch Caribbean, and a rotating set of additional markets the Authority updates periodically. The acquirer inherits the list with the licence. Diligence on the target’s player-acceptance configuration (geo-blocks, KYC residency checks, IP filters) is a standard part of our pre-mandate review because non-compliance on this point is one of the few issues the CGA will not let a new owner inherit.
Are Curaçao gaming licences for sale, and what does the change-of-control approval involve?
The licence document is not for sale; it is non-transferable under the LOK. What is for sale is the licensed entity: the Curaçao NV that holds the CGA authorisation. The buyer acquires the shares, and the CGA approves the new UBO and any new key-persons through a Phase-1-equivalent review. Banking and PSP consent rights run in parallel. Cadena’s job is to present targets where this whole path is mapped (UBO file ready, bank consent letters identified, AML programme defensible) so the file moves rather than stalls.
Open a mandate
Acquire a Curaçao CGA-licensed operator
Send us your acquisition brief: target profile, deal size envelope, banking and PSP requirements, timeline. We respond within one business day with a redacted teaser on the closest profile in book and an NDA for the full data room. We act on the acquirer’s side only.
