Buy-side PI acquisition · Lithuania
Buy a Lithuanian Payment Institution
The Bank of Lithuania authorises and supervises Lithuanian Payment Institutions under the Republic of Lithuania Law on Payment Institutions, the domestic transposition of PSD2. Cadena Brokers represents acquirers only — every Lithuanian PI we put in front of a buyer has been pre-vetted on Bank of Lithuania standing, banking continuity at a CENTROlink-participating credit institution, and qualifying-holding history before the brief reaches the buyer.
Why Lithuania
Single-tier supervision, EU passporting, and a 2026 supervisory reset that buyers should read carefully
Lietuvos bankas (the Bank of Lithuania) is the single-tier supervisor for Lithuanian banks, electronic-money institutions, and payment institutions. Authorisation, ongoing prudential review, AML supervision, and conduct oversight all sit inside the Supervision Service in Vilnius. That single-roof architecture matters operationally: the case officer reviewing an Authorised Payment Institution’s prudential file is part of the same team examining the qualifying-holding notification on the share purchase, which keeps the supervisory record coherent through change-of-control and shortens the gap between filing acceptance and decision.
The statutory framework is the Republic of Lithuania Law on Payment Institutions, transposing Directive (EU) 2015/2366 (PSD2). The Law distinguishes two licence categories. The full Authorised Payment Institution (in Lithuanian, mokėjimo įstaiga — abbreviated API in market shorthand) is passportable across the EEA under PSD2’s home-country control principle and provides any combination of the eight payment services in PSD2 Annex I. The Payment Institution for restricted activities (the Small PI, or SPI) operates inside Lithuania only and carries lower capital and governance obligations. Most acquirer mandates target the API tier because it is the asset that passports into Germany, Poland, France, Spain and beyond on a Bank of Lithuania notification rather than a second host-country file.
Three reasons acquirers shortlist Lithuania. First, market depth in licensed entities: Lithuania has run one of the most active fintech licensing pipelines in the EU since 2018, and the supply of seasoned APIs with multi-cycle Bank of Lithuania files is materially deeper than in Latvia, Estonia or any non-Baltic small EU state. Second, infrastructure: a Bank of Lithuania authorisation gives access to CENTROlink, the central bank’s SEPA access infrastructure, which lets a controlled entity reach SEPA Credit Transfer, SEPA Direct Debit, and SEPA Instant Credit Transfer without sponsorship from a commercial-bank correspondent. Third, the corporate-tax position: 15% headline corporate income tax, with a reduced 5% rate for qualifying small firms — a fact pattern that lets the post-close cost stack stay tighter than in most EU peers.
What a Lithuanian API authorisation permits
Service scope, capital tiers, and the obligations a buyer inherits
Authorised activities follow PSD2 directly. Statutory minimum initial capital scales with the service catalogue selected at authorisation. EUR 20,000 applies where the institution provides only money-remittance services. EUR 50,000 applies where the institution provides only payment-initiation services. EUR 125,000 applies where the institution operates payment accounts, executes credit transfers and direct debits, or issues and acquires payment instruments. That tier covers most acquirer use cases. Own funds are maintained continuously above the higher of the initial-capital floor and the figure produced by one of the three PSD2 own-funds calculation methods. Active issuers typically run on Method B, the payment-volume formula.
Customer payment funds must be safeguarded under the Law on Payment Institutions: held in a segregated account at a credit institution that is not part of the API’s group, or covered by an insurance policy or comparable financial guarantee from an unrelated authorised insurer or credit institution. The acquirer inherits the named safeguarding-bank relationship at signing, which is why Cadena Brokers screens banking continuity (and tests it with the named bank) before the target reaches the buyer. ICT and operational-resilience expectations follow DORA (Regulation EU 2022/2554), in force across the Lithuanian fintech population since 17 January 2025. AML/CFT supervision runs in parallel under the Lithuanian Law on the Prevention of Money Laundering and Terrorist Financing, with on-site reviews testing transaction-monitoring rule-sets, sanctions screening cadence, and the seniority of the Money Laundering Reporting Officer.
One supervisory shift worth flagging at file-opening. From 1 January 2026 the Bank of Lithuania has applied a recalibrated framework for APIs and EMIs covering internal accountability, agent-network oversight, and a risk-aligned governance structure tied to the institution’s actual business model and client risk profile. The 2026 inspection plan is concentrated on AML/CFT, IT and cyber risk, internal control, and sanctions screening, with around 20 inspections across the licensed population. Separately, from 9 October 2025 every Lithuanian PSP must run verification-of-payee on each SEPA and instant euro transfer, matching the named beneficiary against the IBAN holder before execution. Acquirers should expect tighter post-completion supervisory engagement than the 2018-2022 fast-track period, and should price the upgrade cost into the SPA where the target’s governance documentation is dated.
What we broker here
The Lithuanian API profiles in our book
Specific entities are not disclosed outside an executed NDA. The general profile of what reaches the acquirer’s brief from the Lithuanian shelf falls into three patterns. Mature fintech APIs running B2B accounts and remittance books, sitting at the EUR 125,000 capital tier, with two or more Bank of Lithuania supervisory cycles behind them and a named CENTROlink direct-participant relationship. API carve-outs from larger Lithuanian or Nordic fintech groups: charters held by parents whose primary business has shifted, who are exiting the payments leg without exiting the parent. Cross-border specialists: APIs that have run remittance and SEPA-Instant corridors into Poland, Ukraine, the Western Balkans, the Baltics, and the broader CEE diaspora; service mixes that map naturally to Lithuania’s role as the regional fintech entrepôt and that come with passporting notifications already filed and live partner relationships in the host markets.
The diligence gates that run on every Lithuanian file are four. Banking continuity: which credit institution holds the safeguarded balances (Šiaulių bankas, Citadele, SEB, Swedbank, the Lithuanian branches of pan-European custodians), what re-papering looks like on change-of-control, and whether the CENTROlink direct-participant arrangement survives the new controlling group. AML programme depth: the Bank of Lithuania’s Financial Crime Prevention division expectations on transaction monitoring, sanctions screening, and the seniority of the MLRO, including any open recommendations from the most recent inspection that the acquirer would inherit. Substance test in Lithuania: real headcount in country, real office (typically Vilnius), the four-eyes principle on the management board, and the local heads of compliance and AML staying through closing or being replaceable on a pre-agreed timetable. ICT and DORA readiness: the third-party ICT-provider register, the operational-resilience self-assessment, and the incident-reporting plumbing that the Bank of Lithuania has been examining since the start of 2025.
Acquisition path
Bank of Lithuania non-objection under the qualifying-holdings regime
Acquisition runs as a share purchase of the entity holding the Bank of Lithuania authorisation, with prior non-objection under the Lithuanian qualifying-holdings regime. Notification thresholds are the EU standard set: 10%, 20%, 30%, 50%, plus any transaction that hands the buyer control. The fit-and-proper assessment covers beneficial owners, the proposed members of the management board and the supervisory board, group-structure transparency, source and provenance of funds, financial soundness of the acquirer, and the strategic plan for the API post-acquisition. The Bank of Lithuania consults the home supervisor of any EU-regulated acquirer. The assessment clock under the EBA, ESMA and EIOPA Joint Guidelines is 60 working days from a complete file, extendable by 30 working days where additional information is requested. The bottleneck for unprepared acquirers is the completeness gate, not the substantive review.
One Lithuania-specific procedural point worth knowing. Bank of Lithuania filings accept English originals for most acquirer-side documents (audited accounts, fit-and-proper questionnaires, beneficial-ownership chains), which removes a translation friction common in some peer EU jurisdictions. Source documents from non-EU acquirer jurisdictions still need apostille or consular legalisation, and certain notarial certificates require sworn Lithuanian translations. Briefs that arrive with apostilled criminal-record certificates and English-language audited acquirer accounts typically clear the completeness gate within two filing rounds. See the four-step acquisition process on the homepage for the standing checklist that runs in parallel to the negotiation.
Why Cadena
Buy-side only, transactional, fast
The mandate is buy-side only. Cadena Brokers works for the acquirer. The Bank of Lithuania notices when the same broker name appears on both sides of a transaction, and the qualifying-holding file lands cleaner when the buyer arrives with independent representation. We do not run listing brokerage, we do not split fees with sellers, and we do not present targets whose seller is paying a placement bonus to push the entity in front of a particular buyer.
Engagement is transactional. We take the acquirer’s brief, map it to two to four pre-vetted Lithuanian profiles, run side-by-side regulatory and banking diligence, and prepare the qualifying-holding notification while target negotiations close in parallel. Each Lithuanian API we present has a live, named safeguarding-bank relationship that has been personally confirmed within the prior quarter, plus a documented CENTROlink direct-participant status (or a clear non-CENTROlink alternative). Our diligence checklist is mapped to the Law on Payment Institutions, the Bank of Lithuania’s 2026 supervisory framework, and the DORA-implementation circulars in force since January 2025. If the acquisition thesis depends on a particular service mix or a specific CEE corridor, expect a first-meeting answer on which targets in the Lithuanian book are board-ready for it and which are not.
FAQ
Lithuanian API: questions buyers ask us
How do you buy a payment institution in Lithuania?
Phrased the way a buy-side acquirer would phrase it: you acquire the entity, not the licence as a standalone item. The transaction is structured as a share purchase of the company holding the Bank of Lithuania authorisation, with prior non-objection under the qualifying-holdings regime in the Law on Payment Institutions. Cadena Brokers does not list targets publicly and does not represent sellers. We work for the acquirer; the entity opens up under NDA after the initial fit conversation, and the change-of-control filing runs in parallel with target negotiation.
What does “ready-made payment institution Lithuania” mean for an acquirer?
“Ready-made” is seller-marketplace shorthand for a Bank of Lithuania-authorised entity that exists, has cleared its initial supervisory cycles, has a named safeguarding-bank relationship, and is available for change-of-control. From the buyer’s side what matters is the underlying file: how recent the most recent on-site inspection was, whether any open supervisory recommendations would transfer to the acquirer, and whether the CENTROlink and SEPA-Instant connections survive the change of control. Cadena Brokers screens those four points before the target reaches the brief.
Is a Lithuanian payment institution licence for sale on the open market?
Lithuanian APIs do not trade on a public listing exchange. The market exists, but the matching layer is broker-mediated and bilateral. Sellers approach a small set of intermediaries (Cadena being one of them on the buyer side) and named acquirer-side mandates clear at the matching layer rather than through public listings. A “for sale” headline on a third-party site is typically a single seller-side listing, not the wider Lithuanian inventory. Cadena’s book aggregates the inventory across multiple seller-side relationships and presents two to four pre-vetted matches per acquirer brief.
What is the minimum capital for a Lithuanian Authorised Payment Institution?
Three tiers under the Law on Payment Institutions, transposing Article 7 PSD2. EUR 20,000 if the institution provides only money remittance. EUR 50,000 if the institution provides only payment-initiation services. EUR 125,000 if the institution operates payment accounts, executes credit transfers and direct debits, or issues and acquires payment instruments. That is the tier covering most acquirer use cases. Own funds are maintained continuously above the higher of that floor and the figure produced by one of the three PSD2 calculation methods. Issuers running meaningful payment volumes most often fall under Method B, the volume-linked formula.
How long does change-of-control approval take at the Bank of Lithuania?
The qualifying-holdings clock under the EBA, ESMA and EIOPA Joint Guidelines is 60 working days from a complete file, extendable by 30 working days where the supervisor requests additional information. Practical wall time depends on file completeness rather than Bank of Lithuania throughput. A buyer arriving with prepared fit-and-proper documentation, audited acquirer accounts, apostilled criminal-record certificates, and a clear strategic plan typically clears the file inside the statutory clock. Cadena Brokers does not publish closing-timeline guarantees because supervisory clocks are not ours to commit; we file expedited where the brief allows.
Next step
Open a buy-side mandate on Lithuanian APIs
Send a one-paragraph profile of the acquirer, the post-close service scope, banking-stack constraints if any, and any preference on CEE or Baltic corridor exposure. Cadena Brokers responds inside one business day with the matching set from the current Lithuanian book, plus the banking-stack readout and substance-posture score for each. Buy-side only: no listing brokerage, no double-ended deals.
Start the buy-side conversation Request the Lithuanian shortlist
