BUY-SIDE ACQUISITION · FRANCE
Acquire a French Small Payment Institution
A French SPI — légalement, un établissement de paiement à régime allégé — fits a specific acquirer brief: mid-volume processing, France-domiciled customer flow, no need for a SEPA-wide passport. We carry pre-vetted, ACPR-supervised SPI shells you can take through change of control without rebuilding the authorisation file.
JURISDICTION RATIONALE
Why a French SPI, and why now
The acquirer who asks for a French SPI is usually one of three buyers. A foreign processor wanting a French booking entity for SEPA-DD pull, ahead of moving to a full établissement de paiement later. A platform business with French B2C flow that needs a regulated wrapper for its acquiring or e-wallet sleeve. A group restructuring its EU footprint after a parent reorganisation, where the SPI is a domestic anchor rather than a passportable hub.
Supervision sits with the Autorité de contrôle prudentiel et de résolution (ACPR), the prudential authority housed within the Banque de France. The simplified regime is set out in Article L.522-11-1 of the Code monétaire et financier; ACPR delivers (and revokes) the authorisation, while the Banque de France does the day-to-day prudential review. France is one of the larger SEPA markets by transaction count, and the supervisor has a settled rulebook for SPI conversions to full PI status when the volume cap is breached.
The trade-off matters: the SPI saves you on initial capital and ongoing reporting weight, but it does not passport. If you need to serve customers in Spain or Germany without a host establishment, the SPI is the wrong tool — go straight to a full PI. We will say so on the briefing call.
SCOPE OF AUTHORISATION
What a French SPI permits
The simplified regime carves a narrower service perimeter than the full établissement de paiement. The SPI may execute the standard PSD2 payment services (cash placement and withdrawal on a payment account, transfers and direct debits, card issuing or acquiring), but ACPR excludes the money-remittance service from its scope. The shell you acquire either has the carve-out built in or has to declare its service list at change of control.
Activity is capped: average monthly payment transaction volume must not exceed EUR 3 million, measured on a rolling twelve-month basis. Initial capital is set at EUR 40,000, materially below the EUR 125,000 floor that applies to a full payment institution. Client funds must be safeguarded — segregation on a credit-institution account or an equivalent insurance cover is the supervisor’s expectation, the same prudential bar that applies to the full regime.
The hard limit, and the reason this licence is for a specific acquirer profile rather than a default, is the absence of EU passporting. An SPI is a French-only authorisation. Cross-border activity into another EU member state requires either a host-state SPI (where the local regime exists) or a re-authorisation as a full PI under Article L.522-6. Plan that conversion ahead if your three-year roadmap needs it.
WHAT WE BROKER HERE
The French SPI shells on our desk
Every entity in our French SPI book has been put through the same diligence work-up before it reaches an acquirer. ACPR standing letter (no open supervisory action, no enforcement file). A clean AML programme audit, with the third-line review on file. Banking continuity confirmed with the safeguarding institution — usually a French or Luxembourg credit institution with a written non-objection to the change of beneficial ownership. FTE retention shortlisted: the compliance officer (RCSI), the AML officer (responsable LCB-FT), and at minimum one operations lead.
We do not name targets in public material. Acquirers sign an engagement letter and an NDA before we share the shortlist. Each profile carries the four answers a French regulator looks for at change-of-control review: business plan continuity, fit-and-proper of incoming qualifying shareholders, governance arrangements (including the dual-key independence of the four-eyes function), and capital adequacy at the post-deal opening balance.
ACQUISITION PROCESS
How a French SPI deal closes
The path is shorter than for a full PI but the change-of-control gate is the same: ACPR notification of the prospective acquirer, fit-and-proper documentation for incoming qualifying shareholders, business plan refresh, and a non-objection letter before completion. We run the diligence pack in parallel with the legal SPA so the regulatory file lands the same week the share transfer is signed. Walk through the full broker workflow on the homepage process section.
WHY CADENA
Three reasons French acquirers brief us
- Single-side mandate. We only represent the buyer. No conflict of interest sitting on the other side of the table, no incentive to push a marginal target to clear inventory.
- French-regulator literate. Our diligence packs are written to the format ACPR’s Direction des Autorisations reads. The non-objection letter is the gate; we prepare the file to land first time.
- Pre-vetted only. Every SPI on our French desk has cleared standing, AML, banking-continuity and FTE-retention review before it is shown. You are not screening ten profiles to find one that survives diligence.
FAQ
Common questions on French SPI acquisitions
How does the French SPI differ from a full payment institution?
Three working differences. The SPI is capped at EUR 3 million in average monthly payment transaction volume. Initial capital is EUR 40,000 against EUR 125,000 for a full PI. And the SPI does not passport into other EU member states — it is a French-domestic authorisation only. Acquirers who need a cross-border footprint should look at our French full PI inventory instead.
Can I buy a small payment institution in France ready-made?
Yes — that is the work. We carry French SPI shells where the ACPR authorisation is live, the safeguarding bank line is open, and the prior owner has agreed to a sale on change-of-control terms. The buyer pays for the entity, not for an authorisation file rebuild. Brief us on your service-scope and volume profile and we shortlist matches.
What does an ACPR change-of-control filing involve?
The acquirer (and any indirect parent crossing the qualifying-holding thresholds at 10%, 20%, 33% or 50%) files a notification dossier with ACPR. The pack covers identification, source of funds, business plan continuity, and fit-and-proper attestations for incoming directors and qualifying shareholders. ACPR has up to sixty working days to oppose; absent an opposition, the change of control proceeds at completion.
Why does the French SPI not benefit from the European passport?
Because the simplified regime under Article L.522-11-1 derives from the optional small-payment-institution carve-out in PSD2 (Article 32). The directive lets member states grant a lighter authorisation but explicitly withholds passporting from those entities, since the prudential thresholds are reduced. Cross-border activity requires either upgrading to a full PI or seeking a host-state SPI authorisation where one exists.
What happens if our transaction volume crosses the EUR 3 million monthly threshold?
The SPI must apply for upgrade to full payment institution status with ACPR before sustained breach of the cap. The upgrade involves recapitalising to the EUR 125,000 minimum, expanding governance and internal-control documentation, and re-baselining the safeguarding model. Plan the conversion when you write the post-deal three-year business plan; it is normal, but it is not free.
Can the same SPI shell be expanded to cover crypto-asset services?
Indirectly. ACPR has published expectations for payment-institution authorisation where the firm also provides crypto-asset services concomitantly with payment services — a hybrid CASP-plus-PI route. The simplified regime is not the natural vehicle for that combination, and most acquirers go through full PI status alongside a separate CASP authorisation. Discuss the target stack with us before signing.
NEXT STEP
Brief us on your French SPI search
One mandate, one acquirer, one French SPI. Send us your service-scope, projected monthly transaction volume, and the change-of-control window you want to close in. We respond with the shortlist of profiles that fit.
