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Five checks before acquiring a licensed company

From licence status to company liabilities: organise the information to review before negotiations.

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Use this checklist to discuss your plans with an adviser. Requirements depend on the licence, company circumstances and jurisdiction.

Start with your proposed business

Describe the services, customer locations, whether you will hold client assets and your proposed operating model. An existing licence may not cover your planned activities.

Check the licence and company status

Check the company name, number, current status, permitted activities and restrictions in the relevant regulator's register. Compare the results with the seller's documents and confirm when the information was last updated.

Review finances and historical liabilities

Review accounts, liabilities, tax, contracts, client asset arrangements, complaints and regulatory correspondence. Agree the scope of further due diligence with the relevant professionals where needed.

Confirm personnel and change procedures

Establish whether directors, shareholders, responsible officers and compliance personnel will remain. Changes to substantial shareholders of SFC licensed corporations require prior approval; proposed MSO directors, partners and ultimate owners are also subject to approval procedures.

Put the handover conditions in writing

Agree which approvals or documents are conditions of completion, how payment will be made and how accounts, systems, records and personnel will be handed over. Completing an acquisition and being able to start operations may occur at different times.

Official references

Would you like to discuss your circumstances? Start with the licence type, jurisdiction and expected timing.

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This guide provides general information and preparation pointers. It does not replace advice on the legal, tax or regulatory issues in your case.