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Baltic EMI with owned code · Baltic credit licence and loan book · Gibraltar DLT · Florida money transmitter · US money transmission platform · Madeira IBC

11 minutes ago
8 min read

Four licences, one tech stack — and a 5% home for them

Baltic EMI with owned code · Baltic credit licence and loan book · Gibraltar DLT · Florida money transmitter · US money transmission platform · Madeira IBC

Dear Reader,

Thank you for following Off-Market. This edition opens with four licensed businesses, each a ready-made route into a regulated market: a Baltic electronic money institution sold together with the full source code of the platform that runs it, a Baltic consumer credit licence offered with a loan portfolio of around €1.5m, a Gibraltar DLT-licensed crypto–fiat infrastructure business, available as a licence only or with its client book, and a Florida money transmitter licence at US$250,000. For buyers building in the United States, we also offer a money transmission platform, with source code and a network of 40+ self-service kiosks. It closes with a time-sensitive structuring opportunity, the 5% Madeira International Business Centre regime, which can only grant new licences until 31 December 2026.

I will be in London on 5–6 November and would be glad to meet. If London does not suit, a call or video meeting works just as well.

Thinking about an exit? Off-Market goes to banks, family offices, private equity funds and strategic buyers who are actively looking for regulated businesses, licences and industrial assets. Every mandate is handled bilaterally and in confidence: your name is released only to qualified counterparties under NDA. If you would consider selling, now or in the next year or two, a confidential conversation will show you what your business is worth to the right buyer, with no obligation to proceed.

Kind regards,

Valters Gencs

In this edition

•      01 Project Meridian — Baltic EMI with proprietary core platform — €1.9m

•      02 Project Northstar — Baltic consumer credit licence & loan book — €1.5m claims

•      03 Gibraltar DLT — crypto–fiat OTC, settlement & payments — from £2m

•      04 Florida money transmitter licence (MSB Part II) — 100% — US$250,000

•      05 USA — money transmission platform & kiosks — from US$172,500

•      06 Madeira IBC — 5% EU corporate regime, final licensing window — by 31 December

 

01 · REGULATED ENTITY · SELL-SIDE

Project Meridian

Baltic EMI licence with proprietary core platform — source code included

Most buyers entering EU payments solve two problems in sequence: get authorised, then build or licence a core system. Meridian delivers both in one transaction. A long-established, central-bank authorised EMI with the full six-activity e-money and payment services scope and direct SEPA participation under its own BIC — together with the eight-module banking automation platform that runs it, transferred as owned code with full IP rights rather than licensed.

Clean perimeter. The licence is sold without the existing client book. The acquirer takes the authorisation, the rails, the in-house compliance and AML team and the control framework, and onboards its own customers from a clean file.

Licence & rails

•      EMI authorised by a Baltic central bank, multi-year operating history

•      All six EMI activities incl. issuing, acquiring, accounts and transfers

•      EEA-passportable on notification

•      SEPA, SEPA Instant and Direct Debit via Inventi Gateway; SWIFT via correspondent

Platform

•      Eight modules, full source code

•      Onboarding/KYC, payments, virtual IBAN, batch, API

•      Tariffing engine, sanctions screening, multi-brand BI

•      No vendor lock-in or per-transaction licence leakage

Indicative terms

•      Price: €1.9m all-in for licence and technology (vs €3m+ comparables)

•      Run rate: c. €25k monthly operating burn

Vendor-indicated, unaudited figures. Deal sheet, licence particulars, technical documentation and a platform demo released under NDA.

 

02 · REGULATED ENTITY & LOAN BOOK · SELL-SIDE

Project Northstar

Baltic consumer credit licence & consumer loan portfolio (c. €1.5m claims)

Two related assets, available together or separately: 100% of a joint-stock company in a Baltic country holding an indefinite-term consumer credit licence, with around ten years as a licensed lender, and a Baltic consumer loan portfolio with outstanding claims of approximately €1.5m. Together they give a buyer a licensed lending platform in the Baltics with a book of receivables to service, collect or refinance from day one.

No re-licensing. The licence sits with the company, so the buyer acquires the regulated status with the shares, subject to notifying the regulator of the new owners. Supervision of consumer lenders moves to the central bank from 2027; existing licences stay valid.

What the licence allows

•      Personal and instalment loans, online and in branch

•      Credit lines and revolving consumer credit

•      Point-of-sale and buy-now-pay-later financing

•      Vehicle and goods financing to consumers

Who it suits

•      Fintech and BNPL lenders entering the Baltics

•      EU consumer lenders seeking a licensed vehicle

•      Debt purchasers, servicers and collectors (portfolio)

•      Investors building a consumer finance business

Transaction options

•      Option A: Licence company together with the portfolio

•      Option B: Licence company only — clean shell, portfolio carved out

•      Option C: Portfolio only, by assignment of claims

•      Price: On request

Seller-provided information, unverified. Company identity and jurisdiction, loan tape and collection history released under NDA.

 

03 · REGULATED ENTITY · SELL-SIDE

Gibraltar DLT Licence

Crypto–fiat infrastructure: OTC brokerage, settlement rails and payment processing

A fully operational B2B financial services business providing the infrastructure layer between the crypto and fiat economies, incorporated and regulated in Gibraltar. It serves institutional and commercial clients with OTC brokerage, settlement rails and payment processing, and has proven it can operate in high-volume, high-complexity segments — including cross-border payments and high-risk industries — where traditional providers are unable or unwilling to serve.

Two ways in. A buyer can take the DLT licence alone at £2m, with no other assets, or the full operating business with its clients, banking relationships and live transaction flows at £40m.

Services

•      OTC brokerage — crypto–fiat conversion with deep liquidity access

•      Settlement rails — fiat settlement with reliable finality across currencies

•      Payment processing — cross-border and high-risk merchant flows with full compliance overlay

Investment case

•      Licence upgrade in progress: custody, broader crypto services, enhanced payments

•      Banking rails in place — typically a 12–24 month build

•      Active clients in high-barrier, high-margin segments

•      Growth via onboarding, new markets and new products

Indicative terms

•      Licence only: £2m — DLT licence, no other assets

•      Full business: £40m — including clients, revenue and transaction flows

•      Revenue: c. £4.5m a year

•      Volume: c. £3bn a year

Vendor-indicated, unaudited figures. Financials, licence scope and banking details released under NDA.

 

04 · US PAYMENTS LICENCE · SELL-SIDE

Florida Money Transmitter — 100% for US$250,000

Licensed Money Services Business (Part II) · 100% of the LLC · optional technology stack

100% of a Florida limited liability company holding a Money Services Business Part II licence for money transmission, offered at US$250,000. It gives a buyer a US state money transmitter licence without a new application. The seller is ready to move promptly with a qualified buyer.

Part II of Florida's money services law covers money transmitters: businesses that receive money to send it to another person or place, and sellers of payment instruments such as money orders. This is the licence needed for remittance, money transfer apps, payout networks and similar payment businesses.

•      Clean entity. Largely inactive, with no client portfolio transferred: corporate, licensing, compliance and examination records come with the company.

•      Optional technology stack. A ready-made money transfer platform with source code, mobile apps, API gateways, compliance dashboard, kiosk software and transferable IP — see mandate 05.

•      Optional infrastructure. Payout gateway integrations, subject to provider approvals, and self-service kiosks held in Florida, with handover support available.

Indicative terms

•      Price: US$250,000 for 100% of the LLC; optional assets priced separately

•      Capital: Regulatory capital, surety bond continuation and working capital funded by the buyer

•      Approvals: Florida OFR change-of-control requirements and third-party consents

•      Access: Entity details and full regulatory history under NDA and fee agreement

 

05 · TECHNOLOGY & INFRASTRUCTURE · SELL-SIDE

US Money Transmission Platform — Technology and Kiosk Network

Perpetual licence from US$172,500 · optional source code · 40+ self-service kiosks

VG Advisors has been mandated to offer the technology and physical infrastructure of a US money transmission business. The platform has been in production use and comprises customer-facing mobile applications, an operational back office, API connectivity to payout partners, a compliance module and the software that operates a network of self-service financial kiosks. The offering allows an acquirer to begin licensed operations on established infrastructure, rather than commissioning and testing a platform from inception.

Transaction structure. The components are offered separately: a perpetual, non-exclusive technology licence; an in-house source code option; optional annual support; and the kiosk lot held in Florida. The platform may be acquired on a standalone basis or together with the Florida money transmitter licence presented in mandate 04.

Platform

•      Mobile applications: customer onboarding, KYC, transfers and tracking

•      Back office for operations, agents and treasury

•      API gateways to payout partners

•      Transferable intellectual property

Compliance and infrastructure

•      Compliance dashboard for screening, monitoring and reporting

•      Kiosk operating software

•      40+ kiosks across four models, with spare parts, held in Florida

•      Deployment and handover included with the licence

Indicative terms

•      Technology licence: US$172,500 — perpetual, non-exclusive, with deployment and handover

•      In-house source code: additional US$86,250

•      Support (optional): US$69,000 per year

•      Kiosk lot: US$112,700 — 40+ kiosks of four models, with spare parts and handling equipment

Payout integrations remain subject to partner approval. Technical documentation and a platform demonstration are available under NDA.

 

06 · STRUCTURING · TIME-SENSITIVE

Madeira International Business Centre

A 5% EU company — with the last new licences issued before 31 December 2026

The IBC of Madeira (IBCM) is an ordinary Portuguese, and therefore EU, company taxed at 5% on the whole of its profit from operations with clients outside Portugal — distributed or reinvested. It sits inside the EU directives and Portugal's treaty network, has its VAT number active within days, and is approved by the European Commission as regional State aid, applied directly with no refund mechanism. A natural fit for international trading, services and consultancy, software and SaaS, e-commerce, procurement, and IP or trademark licensing.

5% corporate income tax · 0% dividend withholding tax to non-residents · regime in force until 2033

Why it works

•      5% vs 17% in Lithuania and 20% on distributions in Latvia and Estonia

•      0% on subsidiary dividends and gains (participation exemption)

•      No Portuguese WHT on dividends to non-tax-haven shareholders

•      Outside ATAD CFC rules as an EU company with real substance

•      5% applies directly to royalties — no patent box needed

Substance required

•      One full-time Madeira-resident employee within six months

•      €75k in fixed assets (software, IP, office) within two years

•      One employee covers up to €2.73m profit at 5%; caps rise with headcount

•      Effective management in Madeira; local director recommended

•      Banking, finance and insurance activities excluded

Decide in November. New IBCM licences may only be granted until 31 December 2026. What counts is a complete application lodged with the concessionaire before that date, and processing takes two to three weeks from receipt of documents. A successor regime has been agreed with the European Commission and awaits Portuguese parliamentary approval.

We work with the regime's local specialists and can arrange a no-commitment tax simulation for your company or client — particularly trading groups, software and IP holders, and Baltic founders comparing distribution-tax models.

 

Valters Gencs

M&A Advisor · Attorney at Law

VG Advisors Ltd · 205 Regent Street, 4th Floor, London W1B 4HB

Strictly private & confidential. Prepared by VG Advisors Ltd for discussion purposes only. Not an offer or solicitation, and not tax or legal advice for any specific case. Mandate figures are vendor-indicated, unaudited and subject to diligence; the tax regime summary reflects current Madeira legislation and should be confirmed for each structure.

 
 

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