PI · Buy-side acquisition

Buy a Payment Institution in Romania

Payment Institution · Jurisdiction: Romania
Supervisor: National Bank of Romania (BNR)

Buy-side acquisition · Romania

Buy a Payment Institution in Romania

An acquirer who wants Romanian PSD2 authorisation has two routes: file a fresh application with the Banca Naţională a României and wait through a three-to-six-month assessment, or acquire an authorised payment institution that already cleared the gate. Cadena Brokers operates buy-side only. We present pre-vetted Romanian PIs whose authorisation, banking continuity, and AML programme have been pressure-tested before the file reaches your desk.

Open a Romania PI mandate

Why Romania

BNR supervision, EU passport, CEE market access

The prudential supervisor is Banca Naţională a României (BNR), the National Bank of Romania, acting under Law No. 209/2019 on payment services. That statute transposes Directive (EU) 2015/2366 (PSD2) into Romanian law; it was published on 13 November 2019 and entered into force on 13 December 2019. BNR’s implementing rulebook is Regulation No. 4/2019 on payment institutions and account information service providers, which sets the day-to-day prudential, governance, and reporting standards an authorised PI must meet.

For an acquirer building EU-wide payment rails through a CEE base, the Romanian PI carries three structural advantages. The country sits inside the Single Market with a full PSD2 passport (Article 28) into every other EEA member state. Operating costs (staffing, premises, professional services) sit materially lower than in Frankfurt, Amsterdam, or Vilnius, which matters when own funds and ongoing supervisory costs hit the P&L. And BNR has been actively onboarding new PIs through 2025-2026; the March 2026 authorisation of EuPlătesc, a twenty-year-old Romanian payment processor, signals supervisory willingness to bring established local operators inside the regulated perimeter.

One nuance acquirers underweight: BNR’s preference is for ring-fenced safeguarding banking relationships at established Romanian credit institutions, and the change-of-control filing is where most acquisitions stall, and not on fit-and-proper assessment but on the proposed acquirer’s banking arrangements for the target post-closing. The diligence we run before signing tests that banking continuity is real, not assumed.

Licence scope

What a Romanian PI authorisation permits

The Romanian PI regime transposes the full PSD2 service catalogue. An authorised institution may provide cash placement and withdrawal services, account-operation services, execution of payment transactions (including card-funded and credit-line-funded transactions), issuance and acquiring of payment instruments, money remittance, payment initiation services (PIS), and account information services (AIS). Scope is set at the authorisation stage; extending it later requires a notification to BNR and, depending on the service added, a fresh component assessment.

Statutory minimum initial capital under Law 209/2019 is tiered by service category: EUR 20,000 for an authorisation limited to money remittance, EUR 50,000 for an authorisation limited to payment initiation services, and EUR 125,000 for a payment institution authorised for the full PSD2 service suite (acquiring, execution of payment transactions, issuance of payment instruments). Own funds must be maintained above the higher of statutory minimum or the figure produced by the PSD2 Method A, B, C, or D calculation that BNR selects at authorisation. Small payment institutions (transaction volume below EUR 3 million per month) are exempt from initial capital, but they cannot passport into other member states — for an acquirer who wants EEA reach, only the full authorisation works.

Safeguarding of client funds is mandatory under the Romanian transposition of PSD2 Article 10. The acquirer inherits the existing arrangement, typically a segregated safeguarding account at a Romanian credit institution. Verifying the condition of that arrangement (which bank, what terms, whether the account survives the change of control) is one of the first items we run on every Romanian PI we present.

What we broker

The acquirer profile we serve here

The Romanian entities we present have been screened on three diligence gates before they reach a mandate brief. Regulatory standing: PI authorisation active in the BNR register, no open enforcement, all periodic reports filed on time, no supervisory measure outstanding under Regulation 4/2019. Banking continuity: the safeguarding bank confirmed and willing to support continuation under new ownership, with the conditional letter already exchanged. AML programme: risk assessment current under Law 129/2019, transaction-monitoring rules in production, the responsible AML officer registered with the Office for the Prevention and Control of Money Laundering (ONPCSB).

We do not name specific targets on a public page. The acquirer profile we serve in Romania is typically a regulated payment group in Western or Northern Europe extending into the CEE region without rebuilding the file, or a non-EU fintech operator acquiring an EEA passport through a CEE entry point with a more accessible operating-cost base. In both cases the diligence preparation runs in parallel with the BNR change-of-control approval.

Acquisition process

From mandate to closing

The Romanian path follows the standard Cadena four-step framework. Mandate brief and acquirer financial-soundness pack on our side. Curated profile shortlist on theirs. Diligence room access for the chosen target, with the BNR qualifying-holding notification drafted in parallel. Signing once BNR clears the change of control. We aim for expedited closings on complete files; we never promise a calendar we do not control. Romanian PSD2 transactions move at the speed of BNR’s review of the acquirer’s banking arrangements and the safeguarding bank’s confirmation letter; both lines of preparation are inside our scope.

See the full process

Why Cadena

Buy-side discipline in a single jurisdiction

  • Single-side mandate. We act for the acquirer only on Romanian deals. No split-fee construct, no dual loyalty to a Romanian seller’s price expectation, no soft pressure to close on the target shown first.
  • Change-of-control-aware diligence. The BNR qualifying-holding assessment under Law 209/2019 grades the proposed acquirer on financial soundness, reputational integrity, AML/CFT controls, and the impact on the institution’s prudent operation. We test the acquirer against those criteria before targets are introduced, so the regulatory clock starts already de-risked.
  • Safeguarding-bank continuity, not just licence. A Romanian PI authorisation is operationally worthless if the safeguarding account exits on the change of control. Every Romanian PI on our book has a written banking-continuity position from a Romanian credit institution before it reaches a brief.

Frequently asked

Romanian PI acquisition — buy-side questions

How do you buy a payment institution in Romania?

You do not buy the licence in isolation; you acquire the regulated Romanian entity (typically an SRL or SA) that holds the BNR PI authorisation. The transaction is structured as a share acquisition conditioned on BNR’s prior approval of the change of control under Law 209/2019 and Regulation 4/2019. Signing-to-closing covers the BNR qualifying-holding assessment and the safeguarding bank’s confirmation of the continuation. Cadena Brokers presents pre-vetted Romanian PIs, runs buy-side diligence, and prepares the BNR notification in parallel with target diligence so the regulatory clock starts as early as possible.

What is the minimum capital for a Romanian payment institution?

Law 209/2019 sets the statutory minimum initial capital by service scope. A payment institution authorised for the full PSD2 service catalogue (acquiring, execution of payment transactions, issuance of payment instruments) must hold at least EUR 125,000. A PIS-only authorisation requires EUR 50,000. A money-remittance-only authorisation requires EUR 20,000. Beyond the statutory floor, BNR sets the ongoing own-funds requirement using one of the four PSD2 calculation methods (Method A, B, C, or D), selected at authorisation, and reviews it through ongoing supervision under Regulation 4/2019.

How does BNR change-of-control approval work for a Romanian PI?

Acquiring a qualifying holding of 10% or more in a Romanian payment institution triggers BNR’s prior approval, with further thresholds at 20%, 33%, and 50%. The acquirer files a notification under Law 209/2019; BNR assesses financial soundness, reputational integrity, governance suitability, AML/CFT integrity, and the impact on the institution’s prudent operation. The assessment runs in line with the EU joint guidelines on prudential assessment of acquisitions of qualifying holdings. Without the approval the change of control is unenforceable and the PI authorisation can be revoked, so the BNR file is the gating-item of any Romanian acquisition timeline.

Can a Romanian PI passport into the EEA?

Yes. A Romanian payment institution authorised by BNR can passport its services across the European Economic Area under Article 28 PSD2, either on a freedom-of-services basis or by establishing a branch in the host state. The acquirer submits the outward passporting notification to BNR, which forwards it to the host-state competent authority. The PI then provides the notified services in the host state under BNR’s prudential supervision and the host authority’s market-conduct oversight. The passport extends only to services BNR specifically authorised at home — expanding scope abroad requires expanding it in Romania first.

How long does a Romanian PI acquisition take?

The honest answer is that complete files move faster than incomplete files and we do not promise a calendar we do not control. The two moving parts that set the calendar are BNR’s qualifying-holding assessment under Law 209/2019 and the safeguarding bank’s confirmation of continuation under new ownership. Both run in parallel with target diligence in a Cadena mandate, which is why our timelines compress versus a build-from-scratch route. We aim for expedited closings on every file we open; we report supervisory friction as soon as it appears rather than hold a calendar that does not survive contact with the regulator.

What is the difference between a Romanian PI and a Romanian EMI?

A payment institution authorised under Law 209/2019 may execute payment transactions, acquire and issue payment instruments, run money remittance, and offer PIS and AIS — but it cannot issue electronic money. An electronic money institution authorised under the parallel Romanian transposition of the E-Money Directive (Law 210/2019) may do all of the above plus issue, redeem, and manage e-money. The minimum capital for an EMI is EUR 350,000 against EUR 125,000 for a full-scope PI; the supervisory burden scales accordingly. The right choice for the acquirer depends on whether the business model requires storing client value on the institution’s own books (EMI) or only moving it across third-party accounts (PI).

Mandate

Acquire a Romanian BNR-authorised PI

Send an acquirer brief covering group structure, target service scope, EEA footprint, and indicative closing window. We revert with a profile shortlist of Romanian payment institutions that match. Buy-side only.

Open a Romania PI mandate
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