Regulations for EMI license in Lithuania

Bank of Lithuania (Lietuvos Bankas), operating under the Electronic Money Institutions Law in Lithuania, serves as the principal regulatory and supervisory authority governing Electronic Money Institutions (EMIs) in the country. Its core objectives include:

Obtaining an Electronic Money Institution (EMI) license in Lithuania involves adhering to a comprehensive regulatory framework designed to ensure the integrity and stability of the financial system.

Key regulations include:
  • Capital Requirements: Applicants must have a minimum initial capital of EUR 350,000. This ensures that the institution has sufficient financial resources to operate effectively and absorb potential losses.
  • Corporate Structure and Governance: The management team and board members must meet fit and proper criteria, demonstrating relevant experience and a clean regulatory history. The institution must also have a clear organizational structure with defined responsibilities.
  • Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) Compliance: EMIs must implement robust AML and CTF measures, including customer due diligence, transaction monitoring, and reporting suspicious activities to relevant authorities.
  • Operational Requirements: The institution must have appropriate IT systems, risk management procedures, and internal controls in place to ensure the security and efficiency of its operations. This includes safeguarding customers’ funds and maintaining detailed records of transactions.
  • Consumer Protection: EMIs must comply with consumer protection laws, ensuring transparency in fees and terms, providing clear information to customers, and handling complaints effectively.
  • Reporting and Auditing: Regular reporting to the Bank of Lithuania is required, including financial statements and compliance reports. Additionally, EMIs must undergo periodic audits to verify compliance with regulatory requirements.
  • Passporting Rights: Once licensed, an EMI in Lithuania can leverage EU passporting rights to operate across the European Economic Area (EEA) without needing additional licenses, facilitating business expansion.
  • Application Process: The application process involves submitting detailed documentation, including business plans, risk management policies, and information on the ownership structure. The Bank of Lithuania reviews applications rigorously to ensure all regulatory criteria are met.

By complying with these regulations, EMIs in Lithuania can benefit from a stable and supportive regulatory environment, fostering innovation and growth in the financial technology sector.

Types of EMI licensing in Lithuania

In Lithuania, the licensing of Electronic Money Institutions (EMIs) is structured to cater to different business models and operational scopes. Here are the primary types of EMI licenses available in Lithuania:

License typeDescription
Full EMI LicenseThis is the most comprehensive license, allowing institutions to issue electronic money and provide a wide range of payment services across the European Economic Area (EEA). With a full EMI license, companies can offer services such as issuing and managing electronic money, processing payments, executing direct debits, transferring funds, issuing payment instruments, and acquiring payment transactions.
Small EMI LicenseThis type of license is designed for smaller operations with lower transaction volumes and limited geographic scope. Small EMIs are subject to simplified regulatory requirements compared to full EMIs, making it easier and faster to obtain. However, they are restricted in terms of the total value of electronic money issued and the scope of services they can provide. This license is ideal for startups and smaller fintech companies looking to enter the market with a lower regulatory burden.
Payment Institution (PI) LicenseAlthough not strictly an EMI license, a Payment Institution license allows companies to provide payment services but not to issue electronic money. This includes services such as executing payment transactions, money remittance, and payment initiation services. For businesses primarily focused on payment processing without the need to issue electronic money, a PI license might be more appropriate.
Money Remittance LicenseOffers basic payment services such as executing payment transactions, issuing and/or acquiring payment instruments, and executing credit transfers, with a primary focus on direct dealings with customers’ payment accounts.
Payment Processing LicenseIncludes all services of the limited range license plus money remittance, and the execution of payment transactions initiated via telecommunication devices, digital or IT device, suitable for businesses that engage in broader payment services.

Key Differences Between Full and Small EMI Licenses

Capital Requirements

  • Full EMI License: Requires a minimum initial capital of EUR 350,000.
  • Small EMI License: The capital requirement is significantly lower, reflecting the reduced scale of operations.

Scope of Services

  • Full EMI License: Can provide a comprehensive range of payment and electronic money services.
  • Small EMI License: Limited to issuing electronic money and providing certain payment services up to specified thresholds.

Operational Restrictions

  • Full EMI License: No specific restrictions on the volume of transactions or the value of electronic money issued.
  • Small EMI License: Subject to limits on the total value of electronic money issued and the volume of transactions.

Regulatory Oversight

Both types of EMI licenses are regulated by the Bank of Lithuania, which ensures that institutions comply with relevant EU directives, such as the Second Electronic Money Directive (EMD2) and the Payment Services Directive (PSD2). This regulatory framework aims to ensure the security and stability of the financial system while fostering innovation and competition in the fintech sector.

By choosing the appropriate type of Lithuania EMI license, companies can align their regulatory obligations with their business models and strategic goals, enabling them to effectively serve their target markets.

With EMI license in Lithuania you can provide following services:

  • services enabling cash to be placed on a payment account as well as all the operations required for operating a payment account
  • services enabling cash withdrawals from a payment account as well as all the operations required for operating a payment account
  • execution of payment transactions, including transfers of funds on a payment account with the payment service provider of the payment service user or with another payment service provider: execution of direct debits, including one-off direct debits, execution of payment transactions through a payment card or a similar device and/or execution of credit transfers, including standing orders
  • execution of payment transactions where the funds are covered by a credit line for a payment service user: execution of direct debits, including one-off direct debits, execution of payment transactions through a payment card or a similar device and/or execution of credit transfers, including standing orders
  • issuing and/or acquiring of payment instruments
  • money remittance
  • execution of payment transactions where the consent of the payer to execute a payment transaction is given by means of any telecommunications terminal equipment, digital or IT device and the payment is made to the telecommunications network or IT system operator, acting only as an intermediary between the supplier of the goods or services and the payment service user
  • Account information services
  • Issuance of e-money

Overview of requirements to obtain EMI license in Lithuania

  • Incorporate the company under the Lithuanian Companies Act with no requirements for citizenship
  • Appoint a minimum of three local team members
  • Ensure the board demonstrates an impeccable reputation and understanding of the financial sector
  • Secure adequate financial standing to cover at least the initial share capital along with an additional capital reserve.
  • Establish a physical business presence in Lithuania
  • Provide a detailed and realistic business plan

Estimated time frames

Company formation

1-2 weeks

Documents preparation

4-12 weeks

PI / EMI license obtainment from BoL*

3-9 months

*The timeline also depends on the workload of BoL and any clarifications and queries that BoL may request in relation to the application.

Legal services for obtaining EMI license in Lithuania

Basic Package

25,000 EUR initial set up

  • Turnkey company formation
  • Legal address for 1 year
  • Corporate documents
  • Due diligence for shareholders and key directors
  • Overview of the business plan
  • Overview of financial forecasts
  • Overview of an organizational structure
  • Analysis of the internal documents
  • Applying for the license

Registration of the EMI / PI licensed company under the minimum regulatory requirements

Additional services on request

  • Preparation of individual business plan
  • Preparation of required documents for the licensing
  • Accounting services
  • Assistance in opening bank account, including segregated and safeguard accounts
  • Connection with SEPA system
  • Connection with SWIFT
  • Connection with card issuance programme
  • Apostilled corporate documents
  • Introduction to confirmed software provider
  • Legal support

Ready-Made solution

available on request

  • Registered company
  • Legal address for 1 year
  • No debts, no liabilities – clean company
  • Active license
  • Corporate documents
  • Assistance with transfer of ownership

Edgar Mironov

Head of FinTech Projects

Detailed Requirements for EMI licensing in Lithuania

List of required documents

  1. Application Form
    • Description: Completion and submission of the official licensing application form to the Bank of Lithuania.
    • Purpose: Serves as the formal request for the EMI license, containing basic information about the applicant.
  2. CVs and Qualifications
    • Description: Detailed CVs for shareholders, board members, and key team members.
    • Purpose: Demonstrates the qualifications, experience, knowledge, and skills necessary for independent duty performance. The Bank of Lithuania may conduct interviews to assess these qualifications further.
  3. Operational and Organizational Structure
    • Description: Comprehensive documentation of operational procedures and organizational structure, including detailed scrutiny checks for Management Board members, CEO, and Head of Branch Manager.
    • Purpose: Ensures a reliable operational framework and appropriate governance structure are in place.
  4. Business Plan
    • Description: A detailed plan outlining the services offered, budget forecasts for the first three financial years, marketing and promotion strategies, and key market segments.
    • Purpose: Provides a strategic vision and financial roadmap for the institution’s operations.
  5. Activity Program
    • Description: Documentation detailing the services provided and operational locations.
    • Purpose: Clarifies the scope and geographic reach of the EMI’s activities.
  6. Internal Policies and Manuals
    • Description: Includes policies for risk management, business continuity plans, and measures to protect electronic money holder funds.
    • Purpose: Ensures the institution has robust internal controls and procedures to manage risks and protect customers’ funds.
  7. AML/KYC and IT Security Policies
    • Description: Detailed procedures and third-party engagements for Anti-Money Laundering (AML) and Know Your Customer (KYC) processes, and IT security policies, including data centers and cloud storage solutions.
    • Purpose: Demonstrates compliance with AML/KYC regulations and ensures the security of IT systems and data.
  8. Compliance with Liability Insurance
    • Description: Proof of meeting liability insurance requirements.
    • Purpose: Provides financial protection against potential liabilities.
  9. IT Infrastructure and Architecture
    • Description: Information on IT solutions employed, agreements with third-party IT service providers, and details on IT infrastructure.
    • Purpose: Ensures the institution has the necessary technological capabilities and reliable IT infrastructure.
  10. Questionnaire on Operational Risks
    • Description: A detailed questionnaire to assess the risks associated with the operational aspects of the business.
    • Purpose: Helps the regulator evaluate how operational risks are managed and mitigated.
  11. Questionnaire on Information and Communication Technologies and Security Risk Management
    • Description: A questionnaire to evaluate the risks related to IT systems and data security.
    • Purpose: Assesses the institution’s preparedness in managing IT and security risks.
  12. External Audit Partnership and Quote
    • Description: Engagement with an accredited external auditor to ensure compliance and financial transparency, along with a quote for external auditing services.
    • Purpose: Ensures ongoing compliance with financial regulations and provides an independent assessment of the institution’s financial health.

Share Capital and Government Fees

  • Minimum Share Capital: For obtaining PI license in Lithuania the minimum share capital is 20 000 EUR and for obtaining full EMI license in Lithuania is 350 000 EUR. In addition, it is necessary to have extra capital reserve to ensure a capital adequacy ratio of at least 1.3 – 1.5 EUR is advisor.
  • Government Fees: The application fees for PI or EMI license in Lithuania is €1,463 under Resolution No 1458.

Bank account requirements

  • Safeguarding Account: Detailed arrangements for the establishment of a safeguarding account with an EU credit institution to manage funds separately from those of non-electronic money holders. This may include reliance on the CENTROlink system for account setup, pending final licensing approval.
  • Operational Bank Accounts: Necessary for managing daily operational expenses and transactional purposes, facilitating the processing of customer transactions through current accounts.
  • Current Account: For transactional purposes, allowing for the receipt and sending of payments related to the services offered.

Personnel Requirements

  • Management Board: Minimum of three members, with the CEO possibly being a board member.
  • Local AML and Compliance Officers: Responsible for compliance with regulatory standards and AML regulations.
  • Local Executive Director: Fluent in Lithuanian, responsible for operational management in Lithuania.
  • IT Security Officer: Can be outsourced; manages IT security measures to protect data and operational integrity.
  • Internal Audit Officer: Can be outsourced; ensures ongoing internal compliance and operational audits.
  • Local Data Protection Officer (DPO): Depending on the scale of the data processing activities and the nature of the data handled, EU GDPR may require the appointment of a Data Protection Officer (DPO) if the organization’s core activities consist of data processing operations that require regular and systematic monitoring of data subjects on a large scale.

Not sure about the number of staff you need to employ for your PI/EMI project? Contact Legalaes experts to define the right personnel structure for your business model.

Business premises requirements

  • To obtain an EMI license in Lithuania it is necessary to establish a physical office in Lithuania for document storage and providing a working space for staff, affirming the company’s operational base in Lithuania.

By meeting these requirements and submitting the necessary documents, applicants can demonstrate their readiness and compliance with regulatory standards, facilitating the approval process for obtaining an EMI license in Lithuania.

Roadmap of the project

For more detailed road map of the project and commercial offer – get in touch with our Forex professional.

Edgar Mironov

Head of FinTech Projects

1

Documentation Preparation and Company Formation

The process begins with the review and preparation of company documentation, followed by the preparation of incorporation documents, engagement with a notary public and registration within the Lithuanian Companies Register.

2

Preparation of Documents for EMI License Application

Legal consultation regarding the business model and advice on organizational structure and management team are provided. This phase also involves the preparation and review of all documentation required for the EMI license application.

3

Initial Meeting with the Bank of Lithuania (BoL)

An introductory meeting with the Bank of Lithuania is organized to present the planned business model and discuss management strategies. This meeting, while not mandatory, is recommended to ensure clarity and alignment on expectations and requirements.

4

Investor's Clearance to National Security Interests

Documentation necessary for obtaining clearance related to national security interests from shareholders, UBOs, and the BoL is prepared and submitted. This stage also involves communication with state authorities, leading to the issuance of a decision.

5

Submission of the Document Set to the BoL

The complete document set is submitted to the Bank of Lithuania, accompanied by the payment of the stamp duty for license issuance. A case officer is assigned, and the application undergoes thorough assessment.

6

First Round of Q&A with the BoL

The initial round of questions and answers with the Bank of Lithuania occurs, requiring the submission of amendments and additional documentation as necessary. This includes handling direct communications with the BoL.

7

Second Round of Q&A with the BoL

Assistance is provided in preparing detailed responses to both legal and non-legal queries raised by the Bank of Lithuania during the second round of Q&A.

8

Second Meeting with the BoL

Preparation for a second meeting with the Bank of Lithuania is undertaken to discuss the application documents thoroughly and possibly conduct an interview with a General Manager.

9

Third Round of Q&A with the BoL

If additional questions remain from the BoL, a third round of Q&A follows. This stage includes providing responses to the BoL’s queries and reviewing answers to non-legal questions.

10

Receipt of the EMI License

Preparation for the launch of business activities follows the granting of the EMI license, with subsequent steps including applications for SWIFT and card issuing solutions.

Detailed Time Frames to Obtain a EMI License in Lithuania

The estimated time frames to obtain an Electronic Money Institution (EMI) license in Lithuania can vary depending on several factors, including the completeness and quality of the application, the complexity of the business model, and the responsiveness of the applicant to any additional information requests from the regulator. Here is a general outline of the process and the associated time frames:

1.  Preparation Phase

Time Frame: 4-12 weeks

2. Submission of Application

Once the application is fully prepared, it is submitted to the Bank of Lithuania.

3. Regulatory Review Phase

Time Frame: up to 3 months

4. Response to Queries (varies)

During the detailed assessment, the Bank of Lithuania may request further information or clarifications. The time taken to respond to these queries can impact the overall time frame.

5. Decision Phase

Time Frame: up to 3 months

Total Estimated Time

Factors Influencing the Time Frame

By ensuring thorough preparation and proactive communication with the regulator, applicants can help streamline the process and potentially reduce the time required to obtain an EMI license in Lithuania.

Advantages of the EMI license in Lithuania

Obtaining an Electronic Money Institution (EMI) license in Lithuania offers several strategic and operational advantages for fintech companies. Here are the key benefits:

By leveraging these advantages, fintech companies can effectively establish and expand their operations in Europe, providing innovative financial services while benefiting from Lithuania’s supportive and dynamic business environment.

Links for legislation related to EMI business in Lithuania

Governs the issuance and operation of electronic money institutions in Lithuania.

Sets out the regulatory framework for payment services, ensuring safe and efficient payment systems.

Details measures to prevent money laundering and terrorist financing, aligning with international standards.

Describes the procedures for submitting and reviewing applications for financial market participant authorisations.

Specifies the process for granting authorizations to electronic money and payment institutions by the Bank of Lithuania.

Outlines the inspection procedures for financial market participants supervised by the Bank of Lithuania.

Provides guidelines for assessing the members of the management body and key function holders of financial market participants.

Details the requirements for internal control, risk management, and protection of funds received by electronic money and payment institutions.

Establishes regulations for the calculation of initial capital and own funds for electronic money and payment institutions.

Assists potential financial market participants in evaluating opportunities in Lithuania and understanding legislative and licensing requirements.

Lithuania EMI license regulatory body

These descriptions provide a quick overview of each act’s main purpose and its role in the regulatory landscape for obtaining EMI license in Lithuania.

Taxation of EMI Companies in Lithuania

The taxation of Electronic Money Institution (EMI) companies in Lithuania is governed by a set of tax regulations that are designed to create a favorable business environment while ensuring compliance with national and EU tax laws. Here are the key aspects of taxation for EMI companies in Lithuania:

  1. Corporate Income Tax (CIT): The standard corporate income tax rate in Lithuania is 15%. However, certain small companies with annual income below EUR 300,000 and no more than 10 employees can benefit from a reduced CIT rate of 5%.
  2. Value-Added Tax (VAT): The standard VAT rate in Lithuania is 21%. EMI companies may be required to register for VAT if they provide taxable services or goods. Financial services, including those provided by EMIs, are generally exempt from VAT, but specific conditions and exceptions may apply.
  3. Withholding Tax: Dividends paid by Lithuanian companies to foreign entities are subject to a withholding tax of 15%. However, this rate can be reduced or eliminated under applicable double tax treaties or the EU Parent-Subsidiary Directive if certain conditions are met.
  4. Social Security Contributions: Employers in Lithuania are required to make social security contributions on behalf of their employees. The total employer contribution rate is approximately 1.77% of the gross salary, while employees contribute around 19.5% from their salaries.
  5. Personal Income Tax (PIT): Employees working for EMI companies in Lithuania are subject to personal income tax. The standard PIT rate is 20% for annual income up to EUR 90,000, with any income above this threshold taxed at 32%.
  6. Tax Incentives and R&D Credits: Lithuania offers various tax incentives to encourage business development and innovation, including deductions for research and development (R&D) expenses and investment projects. EMI companies engaged in innovative financial technologies may benefit from these incentives.
  7. Transfer Pricing: EMI companies that are part of an international group must comply with transfer pricing regulations to ensure that transactions between related parties are conducted at arm’s length. Proper documentation and reporting are required to support transfer pricing practices.
  8. Reporting and Compliance: EMI companies must adhere to regular tax reporting requirements, including the submission of annual tax returns, VAT returns, and other relevant documentation. The State Tax Inspectorate of Lithuania oversees tax compliance and enforcement.

By understanding and adhering to these taxation principles, EMI companies in Lithuania can effectively manage their tax obligations while benefiting from the country’s favorable business environment.

FAQ about EMI license in Lithuania

1. Why choose Lithuania for setting up your PI/EMI project?

Lithuania has established itself as a dynamic financial hub for PI/EMI companies, highlighted by successes such as Revolut. It offers a clear process with regulator support throughout, connection with CENTROLINK for SEPA transactions, and EU passporting rights. Compared to other jurisdictions like the Netherlands and Sweden, Lithuania's lower maintenance fees make it an attractive locale for scaling your business quickly.

2. Who can apply for a Lithuanian PI/EMI License?

The ideal candidate for the Bank of Lithuania (BoL) would be companies that have prior licensing experience in other countries and those that utilize their own proprietary software. However, Lithuania welcomes newcomers to the sector, provided they have the necessary certifications/education and maintain an impeccable reputation. The Newcomer programme assists potential licensees in evaluating their business models and making necessary adjustments before the formal licensing process.

3. How long does it take to get licensed by the BoL?

The licensing process for a PI can take about 5-8 months, depending on the completeness of your application and your commitment to the process. The process for obtaining an EMI license is more comprehensive, typically requiring 8-14 months to secure approval from the Bank of Lithuania to begin operations.

4. I have a license in another country; would it be useful?

Yes, holding a license in other markets is beneficial as it demonstrates compliance with high regulatory standards. Such credentials enhance your reliability, potentially expediting the new application process in Lithuania. Pursuing a Lithuanian license can be strategically beneficial for achieving EU passporting or connecting to SEPA.

5. Should I establish an office in Lithuania?

Yes, establishing a local office in Lithuania is crucial. It acts as a secure site for storing documentation and provides a workspace for your staff, fulfilling regulatory compliance requirements. It’s also necessary to have a head of branch present in the office at all times for potential audits or inspections by regulators.

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