Alina Tsyhankova

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Expert in financial and international corporate law. Extensive experience advising FinTech and licensed companies across the EU, UAE, US, and East Asia. Focused on AML/KYC compliance, M&A transactions, company registration and licensing, and regulatory and banking interactions.

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Case: Legal support for the sale of a Canadian MSB company

Fintech
Reading time: 3 min.

Service: Legal support for the sale of corporate interests in a Canadian company with MSB status: due diligence, transaction structuring, document preparation, AML compliance, and assistance with filing an application with the Bank of Canada in accordance with the RPAA.

Purpose of the Request

The client approached the law firm “Prikhodko & Partners” with the following request:

  • to safely structure the sale of the corporate rights of the selected company;
  • to conduct due diligence;
  • to minimize AML and regulatory risks;
  • to prepare corporate and transactional documentation;
  • to assist with changes to the business registry and corresponding notifications to the regulator;
  • to enable the new owner to continue using the MSB structure;

In addition, the buyer sought confirmation of:

  • the absence of hidden regulatory liabilities;
  • the absence of sanctions risks;
  • the proper establishment of an AML/KYC framework;

the minimization of all possible risks associated with the transaction.

Our Actions

1. Conducting a legal and compliance audit

Our lawyers conducted a comprehensive analysis of:

  • the corporate structure;
  • the MSB registration;
  • internal AML policies;
  • the history of interactions with regulators.

As part of the analysis, the following were separately reviewed:

  • the presence of potential red flags;
  • compliance of onboarding procedures with Canadian AML legislation;
  • the relevance of internal compliance policies;
  • the ownership chain structure.

2. Preparing the company for due diligence

Following the audit, our team:

  • structured the data room;
  • prepared a package of corporate documents;
  • prepared legal explanations regarding certain historical transactions;
  • helped the client formulate a regulatory narrative for the buyer.

Special attention was paid to:

  • confirming economic substance;
  • analyzing the source of funds;
  • confirming the absence of ongoing investigations;
  • verifying registration status.

3. Structuring the Transaction

Our lawyers prepared:

  • SPA (Share Purchase Agreement);
  • corporate resolutions;
  • disclosure package;
  • indemnity clauses;
  • non-compete provisions;
  • transitional obligations of the parties.

The documentation separately addressed:

  • AML warranties;
  • regulatory representations;
  • seller liability limitations;
  • procedures for transferring access to banking and fintech infrastructure;
  • post-closing obligations.

Result

As a result of the support provided by the law firm “Prikhodko & Partners”:

  • the transaction for the sale of corporate rights was successfully completed;
  • the buyer successfully completed compliance onboarding;
  • the MSB structure maintained its operational activities;
  • the seller’s post-deal liability was minimized;
  • the parties closed a legally and corporately transparent transaction within the agreed timeframe.

In addition:

  • the transfer of fintech infrastructure was regulated;
  • a fully functional compliance architecture was established;
  • an application was submitted to the Bank of Canada (BoC) in accordance with the requirements of the Retail Payment Activities Act (RPAA)
msb company acquisition

Practical Conclusions

The sale of a fintech company is, first and foremost, a compliance project. In such transactions, the following factors are of key importance to the buyer:

  • ownership structure;
  • operational history;
  • the quality of internal documentation;
  • interaction with banks and regulators.

How we can help

The law firm “Prikhodko & Partners” provides support for:

  • the sale and purchase of companies;
  • transactions involving MSB, EMI, PI, and CASP (VASP) entities;
  • legal due diligence;
  • AML/compliance audits;
  • structuring of international groups;
  • interaction with banks and payment systems;
  • fintech M&A;
  • preparation of legal opinions;
  • support for licensing and regulatory projects.

We help not only to structure the deal but also to ensure its successful closing without delays, compliance risks, or loss of financial infrastructure.

Calculate the cost of services
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Do you need a legal due diligence review of assets prior to the transaction?

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Do you need assistance with communications with a bank or financial regulator?

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