The simplified regime carries a narrower service perimeter than the full instituição de pagamento. An SPI may provide the payment services listed in Article 4(a) to (e) of the RJSPME: cash placement and cash withdrawal on a payment account, the execution of payment transactions (including transfers and direct debits), and the issuing or acquiring of payment instruments. Money-remittance under Article 4(f) sits outside the carve-out, and the shell you acquire either has the service list defined at authorisation or has to revise it at change of control.

Activity is capped. The monthly average of the legal person’s total payment-transaction volume over the preceding twelve months, including any agent for which it assumes full responsibility, may not exceed EUR 3 million. The Article 19(2) authorisation requirements apply only in the curtailed form contained in Article 37; subparagraphs (a) to (h), (j), (p) and (q) of Article 19(2) continue to bind the SPI, the rest is the exemption. Client funds must be safeguarded by segregation on a credit-institution account or an equivalent insurance arrangement, the same PSD2 baseline that applies to the full regime.

The hard limit, and the reason this licence fits a defined acquirer profile rather than a default, is the absence of European passporting. The SPI is a Portugal-only authorisation. The PSD2 small-payment-institution carve-out under Article 32 of the directive expressly withholds the passport, because the prudential thresholds have been reduced. Cross-border activity into Spain, Germany or any other EU member state requires either a host-state SPI authorisation (where the regime exists locally) or re-authorisation as a full PI. Plan that conversion into the three-year post-deal business plan if your roadmap calls for it.

The deal mechanic is the qualifying-holding gate under Article 38 of the RJSPME: prior communication to Banco de Portugal by the prospective acquirer, with fit-and-proper documentation for incoming qualifying shareholders, business plan refresh, and source-of-funds substantiation. Under Article 39, BdP issues its decision within sixty working days of receipt (or of the reply to a request for additional information), in any event no later than 120 working days from the initial submission. We run the diligence pack in parallel with the legal SPA so the regulatory file lands the same week the share transfer is signed, with expedited closings on profiles that come pre-vetted. The full broker workflow is on the homepage process section.

Five practical points the SPA negotiation has to land before BdP opens its file. First, lock the share transfer to BdP non-objection (no escrow release without the letter in hand). Second, secure the safeguarding bank’s signed non-objection to the change of ultimate beneficial ownership; otherwise the safeguarding model breaks the day after completion. Third, document the FTE retention for the four-eyes function and the AML officer (those positions cannot be vacant). Fourth, plan the post-completion notification cycle to BdP, the AML supervisor and the AT (tax authority). Fifth, agree representations and warranties on the AML programme, the standing letter, and any in-flight supervisory correspondence, with a survival period that runs at least as long as the qualifying-holding decision window.