How to Investigate Intermediaries in EU Licence Arbitrage

Share This Post

Share on facebook
Share on linkedin
Share on twitter
Share on email

“Licence arbitrage” describes a business choosing a regulatory home or structure partly because rules, super­vision or costs differ between juris­dic­tions. Within the EU, that phrase can obscure an important distinction: some sectors have harmonised cross-border rights, while others remain subject to national autho­ri­sation. An inter­me­diary cannot create market access that the under­lying licence and law do not permit.

Consul­tants, agents, platform providers and local repre­sen­ta­tives can support legit­imate expansion. The inves­tigative question is whether they clarify respon­si­bil­ities or help present a licence, branch or partnership as broader than it really is.

Identify the regulated activity first

Before examining the inter­me­diary, define the product, customer, country and activity. Payment services, investment services, consumer credit, gambling, pharma­ceu­ticals and general business services do not share one EU licensing system. The European Commission’s overview of the single market for services explains the principles of estab­lishment and cross-border provision, while sector-specific rules and national require­ments still matter.

Describe what the business actually does rather than relying on marketing terms such as “fintech,” “platform” or “intro­ducer.” Receiving client money, executing trans­ac­tions, onboarding customers or setting prices can affect the regulatory perimeter even when a contract labels the party an agent.

Map every entity and role

Create a chain showing the licence holder, branches, tied agents, distrib­utors, outsourced providers, payment processors, domain operators and customer-contracting entity. Record the legal basis for each role and the countries in which it is used.

Trider’s guide to corporate groups designed around inter­me­di­aries explains how contractual and opera­tional links can differ from the visible ownership chart. That distinction is essential when a branded service relies on several legal entities.

Verify the licence and its territorial scope

Check the home regulator’s register, the exact autho­rised services, status, trading names and any cross-border notifi­ca­tions. For payment and electronic-money insti­tu­tions, the European Banking Authority maintains a central PSD2 register containing autho­ri­sation and passporting infor­mation supplied by national author­ities. The EBA cautions that inclusion or omission does not itself alter legal status, so the home regulator remains a key source.

A licence belonging to a group affiliate does not automat­i­cally authorise every sister company, domain or inter­me­diary. Trider’s article on payment licences used as proxies for market access shows how to test which entity actually contracts, safeguards funds and delivers the regulated service.

Examine the intermediary agreement

Obtain contracts, scopes of work, delegation schedules, fee arrange­ments and oversight records. Identify who approves customers, performs due diligence, handles complaints, controls funds, monitors trans­ac­tions and reports incidents. A compliant outsourcing or agency arrangement should preserve the licence holder’s account­ability where the law requires it.

Warning signs include the inter­me­diary serving markets absent from the licence record, onboarding customers without effective oversight, using the licence holder’s name only in small print, or retaining functions that the contract assigns elsewhere. Dispro­por­tionate revenue sharing can also justify questions about which party is truly operating the service.

Distinguish legitimate choice from evasion

Choosing a juris­diction with experi­enced regulators, suitable infra­structure or efficient processes can be lawful. Lower fees or simpler admin­is­tration do not prove evasion. Concern rises when the licensed entity lacks substance, the real opera­tions sit in another country, host-state restric­tions are ignored, or the structure changes repeatedly after super­visory action.

Malta Media has discussed these cross-border tensions in its report on Malta licence arbitrage and regulatory coordi­nation. That analysis is useful context, but any conclusion about a particular operator should rest on the relevant registers, legis­lation and contracts.

Check marketing and customer journeys

Follow the customer path from adver­tisement to regis­tration, payment and complaint. Record which company is named at each stage and whether disclo­sures change by language, device or country. Archived terms and regulator warnings can establish what customers were told at the relevant time.

Trider’s guide to inves­ti­gating false licensing claims provides a struc­tured approach for comparing promo­tional state­ments with official scope. The same principle applies beyond gambling: a logo or regis­tration number is not a substitute for verifying the autho­rised entity and activity.

Assess supervision in practice

Review audit rights, compliance reporting, training, monitoring, incident escalation and termi­nation powers. A licence holder that cannot identify its inter­me­di­aries, retrieve customer records or stop non-compliant activity may not exercise meaningful control. Conversely, detailed oversight records can support a legit­imate operating model even where functions are outsourced.

Reach a precise conclusion

The final assessment should state the licensed entity, permitted activity, territory, inter­me­diary role, contractual allocation and observed customer journey. Separate confirmed breaches from unresolved perimeter questions and obtain specialist legal advice where the rules are complex.

Inter­me­di­aries are not inher­ently vehicles for arbitrage. Their signif­i­cance lies in whether the arrangement preserves regulatory account­ability and accurately presents the scope of autho­ri­sation. A source-linked entity map makes that question testable.

Related Posts