MiCA License — Buy an Authorized EU Crypto-Asset Service Provider

If you are reading this page, you almost certainly already know that “MiCA license” is a useful shorthand rather than an instrument name. The actual authorizations sit under three titles of the regulation: ART issuers (Title III), EMT issuers (Title IV), and crypto-asset service providers under Title V. The CASP authorization is the one acquirers ask for — the regime that lets a single entity offer custody, exchange, execution, transfer services, advice, portfolio management, and operation of a trading platform across the EEA. The regulator listed on the page hero (the relevant national competent authority) decides; ESMA does not authorize CASPs directly. ESMA’s role is the central register, the technical standards, and the convergence pressure that pushes member states toward consistent supervisory treatment.

Buying an authorized CASP is not buying a company; it is buying a regulator-approved permission. The path is a share deal in which the change-of-control approval is the closing condition. Article 41 of MiCA sets the notification thresholds for any proposed acquirer crossing 10%, 20%, 30%, or 50% of the capital or voting rights, plus the residual category of acquiring “control” by other means. Article 42 sets out the assessment criteria the competent authority must apply within sixty working days: the reputation of the proposed acquirer, the integrity and experience of any new management body member, financial soundness, the ability of the CASP to comply with prudential and conduct requirements after the change, and the absence of money-laundering or terrorist-financing concerns linked to the transaction.

That last point is where deals get stuck. The supervisor is not assessing whether the buyer is a good buyer in the abstract; the supervisor is assessing whether the buyer is the right owner for this specific entity given the entity’s existing book, geography, and risk profile. Pre-vetting matters because the moment a notification is filed, the clock starts, and an objection forces the acquirer to either restructure (often by carving out a different entity in the buyer group as the proposed shareholder) or walk. The ESMA and EBA joint guidelines on the suitability of shareholders holding qualifying participations — published 4 December 2024 and applicable to acquisitions notified from that date — give the harmonized framework. National competent authorities apply it with member-state colour.

The contrarian point worth stating plainly: the MiCA share-deal route is not always faster than fresh authorization. It is more certain on banking continuity and counterparty inheritance, less certain on supervisory enthusiasm. A national competent authority that authorized a CASP in 2024 with a particular service scope and a particular shareholder profile may not be enthusiastic about a different acquirer running the same permission with a wider service scope.

• Single-side representation. No commission shared with the seller, no incentive to push a deal that does not fit your scope. The mandate is yours, the search is yours, and the introduction is filtered against your acquirer profile rather than against a seller’s calendar.
• Articles 41-42 sequencing built in. Every CASP we present is pre-mapped against the qualifying-holding suitability framework before we introduce it. We tell you up-front what the home authority is likely to ask, what the shareholder structure should look like at notification, and where your group’s existing licensing footprint helps or hurts.
• Banking-continuity is the real gate. A CASP without a working banking relationship is a regulator-approved fiction. We confirm before introduction that the operational, segregated-client-funds, and EUR/foreign-currency accounts will follow the entity through change-of-control, or we restructure the deal to bring in a replacement provider before signing.