Buying or Setting Up a Bank or Payments Institution in Lithuania, Malta, or the UK

For fintechs and investors aiming to scale in Europe, entering a regulated market like Lithuania, Malta, or the UK often begins with one big decision: Should you acquire an existing licensed entity or apply for a new one? Each option presents unique advantages and significant trade-offs. This guide explores key considerations for both acquiring and setting up a bank, Electronic Money Institution (EMI), or Payment Services Provider (PSP) in these three fintech-friendly jurisdictions.

Why Lithuania, Malta, and the UK?

Lithuania has emerged as one of Europe’s fintech powerhouses, offering fast-track licensing, a pro-innovation regulatory approach, and access to the EU market through SEPA.

Malta, an EU member with a well-established financial services sector, provides strong regulatory credibility, passporting rights, and tax efficiency for companies seeking to scale across Europe.

The UK, while no longer part of the EU, remains a global financial hub. With a highly developed payments infrastructure, clear regulatory frameworks, and access to a mature financial market, it continues to attract top-tier fintechs and challenger banks.

Regulatory Landscape and License Types

Navigating the regulatory landscape is crucial for anyone considering the acquisition or establishment of a financial institution.

All three jurisdictions offer PSD2-compliant licensing, access to local or regional markets, and strong fintech ecosystems. However, only Lithuania and Malta provide EU passporting. Following Brexit, the UK no longer offers this benefit.

Financial district in the UK showcasing fintech growth.

Option A: Acquire a Licensed Entity

Pros

1. Immediate Market Access: Acquiring an existing licensed entity provides quick entry into the market.

2. Existing License and Compliance Frameworks: You benefit from the established regulatory compliance structures.

3. Potential Revenue and Customer Base: Start with an existing clientele, which can boost revenues from day one.

4. Technology & Staff: can usually part of the deal and available to the Buyer.

5. Faster Entry: If the due diligence process is efficient, you'll be operational more quickly than with a new setup.

   
   

Cons

1. Change of Control Approval: This process can take 3-6+ months, depending on the type of license and complexity of transaction.

2. Legacy Issues: You may discover compliance, technology, clients, anti-money laundering, staff and other issues that affect the business.

3. Cultural and Operational Integration Risks: Integrating into an established entity can pose challenges.

4. Reputational Baggage: There may be existing reputational risks or regulatory scrutiny.

   
   

Estimated Cost Range

Costs can vary significantly; expect to spend from €250,000 for smaller Lithuanian EMIs to several million for more established Maltese or UK institutions.

Option B: Set Up a New EMI or PI

Pros

1. Clean Slate: You start fresh with no regulatory history.

2. Build Your Tech Stack: Tailor your technology and compliance controls to your exact specifications.

3. Customisation: Design and structure your institution according to your business model and specific jurisdictions.

4. Alignment with Modern Platforms: It’s easier to integrate with Banking-as-a-Service (BaaS) solutions.

   
   

Cons

1. Licensing Timelines: Expect around 3-6 months in Lithuania, and 6-12 months in both Malta and the UK, depending on how prepared is the client.

2. Requires Pre-Licensing Capital: You'll need capital upfront while also preparing a fully documented compliance and business plan.

3. No Existing Clients or Revenue: Starting from scratch means there will be no immediate cash flow, unless you already have clients ready.

   
   

Bank building in Malta highlighting financial services.

How to Decide: Buy vs. Set Up?

When determining whether to buy an existing entity or set up a new one, consider the following criteria:

Criteria	Buy an Existing Entity	Set Up a New Entity
Speed to Market	Fast (if clean)	Slower (due to licensing)
Regulatory Risk	Higher (unknown past)	Lower (clean history)
Customization	Limited	Full control
Upfront Cost	Variable, potentially higher	More predictable
Integration Effort	Medium to high	Low (from scratch)
Reputation	Inherited (good or bad)	New brand

Ultimately, your choice depends on your specific business goals and risk tolerance.

Final Tips for Both Paths

Whether you are leaning towards acquisition or building your institution, your success in Lithuania, Malta, or the UK will depend on:

• Engaging Local Experts: Hire local corporate, regulatory, and compliance experts who understand the nuances of each jurisdiction.

• Preparing Robust Documentation: Ensure you have a comprehensive business plan, along with AML/CTF, IT systems, and safeguarding documentation, properly reviewed by the local experts.

• Understanding Reporting Obligations: Familiarise yourself with the necessary reporting requirements, audits, and internal governance structures.

• Planning for Passporting and Tax Optimisation: Especially crucial in Lithuania and Malta, proper structuring can save you significant costs and taxes down the line.

  
  

Modern fintech office representing innovation and regulatory landscape.

Considerations Moving Forward

As you embark on your journey in selecting between acquiring or building your fintech institution, it’s critical to evaluate your priorities. If speed to market is essential, acquiring a licensed EMI or PI in one of these jurisdictions might be the most efficient route—particularly if you find a clean, operational entity that aligns with your business objectives.

Alternatively, if long-term flexibility and a clean compliance record are your focus, setting up your own institution allows for greater control and adaptability.

For more information about the process and available support for buying or setting up in these jurisdictions, you can consult with experts who specialise in acquisition or licensing strategy. Whether you need support with acquisition or licensing strategy, Fiduscorp helps fintech founders, investors, and international firms acquire, license, and scale regulated entities across the UK, Malta, and Lithuania. Contact us to discuss your goals confidentially.