If you or the business you work for is considering purchasing a company with a payments licence or an electronic money licence, you should instruct legal advisers that have worked on these types of transaction before. We have experience and expertise in acting for persons which wish to purchase companies with payments licences and electronic money licences.
There are various stages to the purchase of a company with a payments licence and electronic money licence, which we can assist you with.
Due diligence stage
We can assist you in asking the right questions and requesting and reviewing the relevant documentation so that:
- You can decide:
- Whether to purchase the target company;
- At what price to purchase the target company;
- What assurances and protections you require to complete the purchase to protect you from future liability; and
- Whether there are any initial issues that need to be dealt with. Such as requiring another UK based director if the existing directors will be retiring. Or getting an assurance from the target Company’s existing banking providers that they are happy to continue servicing the target Company after the change in control has completed;
- If you purchase the Company, you are doing so with as much knowledge about the target company as possible.
Heads of terms
We can help you draft heads of terms which will set out the non-legally binding, basic overview of the deal that the parties have agreed and put in place, amongst other things, legally binding confidentiality obligations.
The heads of terms will help keep the deal on track as both parties will both have the same end target in mind and initial conversations that were had will not be re-interpreted over time.
It is important to get advice on this document. As it is not a strong negotiating position to agree a deal in the heads of terms and later have to backtrack. Whether or not, the heads of terms are legally binding.
If you go on to purchase the target company, we can take the strain out of the purchasing process by:
Drafting all the required legal documentation and recommending any additional protections that you may wish to obtain;
Actively managing the purchasing process, which will mean that it takes less time for the purchase of the company to complete;
Building protections into the legal documentation, which will increase the remedies available to you if there are any problems after completion.
FCA change of control
You will be aware that the FCA needs to approve you (or the company you work for) as the owner of the company with the payments licence or the electronic money licence.
The length of time that the FCA require for this, needs to be taken into account when considering how long it will take to complete the purchase. We can put you in touch with expert compliance consultants who will be able to assist you with the change in control process with the FCA.
We can arrange for post-completion matters to be dealt with, such as payment of stamp duty and updating of registers at Companies House. These are important because it means that you will avoid fines and potentially getting in trouble with your regulator.
You want to focus your time and energy on building the company with the payment licence or electronic money licence, without the worry that you have missed something obvious or are unprotected in the event that there is a problem. We will let you do that.
For more information or for a confidential discussion, please contact Richard Creed.
To get our help, book in for one of our free 30 minute terms video consultations