Instead of incorporating a new Canadian corporation and registering it with FINTRAC, some businesses buy a corporation that is already registered as a money services business (MSB). A ready-made MSB can save the incorporation step and give a corporate history, but it is not a shortcut around the rules: the registration stays with the corporation, the new owners are checked, and the changes must be reported. This guide explains what you actually buy, what FINTRAC expects after the purchase, the due diligence to do before you sign, and when a new registration is the better choice. Our prices for both routes are on the Canada MSB page.
The FINTRAC rules cited here are from fintrac-canafe.canada.ca. The guide is general information, not legal advice, and not Canadian legal advice.
What you buy
You buy the shares of a Canadian corporation that holds a FINTRAC MSB registration. You do not buy "a licence". Our Canada MSB page states the principle in its terms:
A FINTRAC registration is tied to the registrant and its declared activities. Changes to the registration information must be reported to FINTRAC within 30 days, and the registration is valid for two years and must be renewed before expiry. The purchaser and its beneficial owners remain subject to due diligence. Bank and payment accounts are not included and are granted solely at the discretion of the financial institution.
Three consequences follow from it.
- The registration cannot move. It cannot be transferred from the corporation you buy to another company you own. If you want the registration in your existing company, that company must register itself.
- The declared activities matter. The registration covers the MSB services the corporation declared. If you plan different services — for example dealing in virtual currencies where the corporation registered only foreign exchange — the registration information must be updated, and the compliance programme must cover the new risks.
- The clock keeps running. A registration is valid for two years and must be renewed before expiry (FINTRAC — update, renew or cancel). A corporation whose renewal date is close gives you less time than it seems.
After the purchase: what must be reported
FINTRAC requires changes to the registration information to be reported within 30 days (same FINTRAC page). A change of ownership typically brings several changes at once: the persons who own or control the corporation, the directors, the compliance officer, sometimes the address, the contact person and the business activities. All of them need to be reported within that period. Failure to keep the registration information up to date may result in administrative monetary penalties, criminal charges or other consequences, according to FINTRAC.
FINTRAC may also send a clarification request after an update; the corporation then has 30 days to respond. Some persons and entities are not eligible to register or to operate an MSB; FINTRAC publishes those grounds. A buyer who would be ineligible cannot fix that by buying an existing registration.
Due diligence before you sign
A registered corporation is only as good as its history. Before we recommend a purchase, we check at least:
- The registration record. That the corporation appears in FINTRAC's public MSB registry with the services you expect, that the registration is current, and when it must be renewed.
- The corporate record. Incorporation, share register, directors and filings are in order; there are no hidden shareholders or options over the shares.
- The compliance history. Whether the corporation actually operated; whether its compliance programme, risk assessment, training and two-year effectiveness review exist and are documented (FINTRAC — compliance program requirements); whether it filed the reports it should have; and whether it has received any administrative monetary penalty.
- Liabilities. Taxes, contracts, disputes and debts of the corporation — you inherit them with the shares.
- Accounts. Whether the corporation has any bank or payment accounts, and whether those will survive a change of ownership. Usually they will not without a fresh onboarding.
A corporation that never operated, has a clean record and a recent registration is usually the least risky purchase. A corporation with an operating history needs a deeper review.
Due diligence on you
The seller, the corporation's service providers and every bank you approach will check the buyer. The purchaser and its beneficial owners remain subject to due diligence. Expect to provide identity documents, proof of address, the ownership chain up to the individuals, the source of funds for the purchase and a description of the planned business. We also carry out our own due diligence under our anti-money-laundering obligations (we are licensed by the Estonian Financial Intelligence Unit, FIU000117).
New registration or ready-made?
- New corporation and registration
- Clean start, services declared exactly as you plan them, compliance programme written for your business from day one. FINTRAC does not charge registration fees (FINTRAC). Our line: "Canada MSB — incorporation and FINTRAC registration".
- Ready-made corporation
- An existing corporate history and registration, but inherited liabilities, a renewal date you did not choose and a set of changes to report within 30 days. Our line: "Canada MSB — acquisition of a FINTRAC-registered corporation".
If your planned services differ from those declared, or the corporation's history is unclear, a new registration is often the more honest and cheaper route in the long run.
Bank accounts
No MSB — new or ready-made — comes with a bank account. Bank and payment accounts are granted solely at the discretion of the financial institution, and a change of ownership normally triggers a new review. Plan the banking conversation early; our guide to a bank account for a licensed company describes what institutions ask for.
How we work
For an acquisition we agree the target with you, run the due diligence, prepare the share purchase documents, arrange the change of directors and compliance officer, update the compliance programme to your business, and report the changes to FINTRAC. Every project starts with a written quote by email. Our fee is our professional fee for the work described; FINTRAC decides on the registration, and we cannot promise any outcome or timing.
The steps of an acquisition
- Target selection. We compare available registered corporations against your planned services, markets and timetable, including the renewal date.
- Due diligence. Corporate, registration, compliance and liability review of the target, and the buyer's own due diligence file.
- Transaction documents. Share purchase agreement, resignations and appointments of directors, transfer of the share register and any seller warranties about the corporation's history.
- Compliance update. The compliance programme, risk assessment and training plan are rewritten for the new business, and a compliance officer is appointed.
- Reporting to FINTRAC. All changes to the registration information are reported within 30 days of the change.
- Banking. New onboarding with banks and payment partners, with the new ownership and the updated programme.
Price and value
The price of a registered corporation reflects the work already done — incorporation, registration, sometimes a compliance programme — and its history. It does not buy a licence, customers, a bank account or protection from the rules. We value a target by what it saves you against a new registration, less the work needed to bring it up to date and the risk of inherited liabilities.
Common mistakes
- Buying "a licence". What is bought is a corporation; its registration describes its declared activities and its obligations.
- Missing the 30-day window. The change of ownership is not complete from FINTRAC's point of view until the changes are reported.
- Keeping the old compliance programme. A programme written for the previous owner's business does not fit a new one.
- Assuming the accounts transfer. Banks review a change of control as a new relationship.
Frequently asked questions
Can I transfer an MSB registration to my own company?
No. The registration is tied to the registrant. You can buy the corporation that holds it, and then report the changes to FINTRAC.
How quickly must the new ownership be reported?
Changes to the registration information must be reported to FINTRAC within 30 days.
Does a ready-made MSB come with a bank account?
No. Bank and payment accounts are not included and are granted solely at the discretion of the financial institution; a change of ownership usually means a new review.
What happens when the two-year registration period ends?
The registration must be renewed before its expiry date. A corporation close to its renewal date should be renewed as part of the transaction plan.
Is a ready-made MSB cheaper than a new registration?
Not necessarily. FINTRAC charges no registration fee, and a purchase involves due diligence, inherited liabilities and change reporting. We compare both routes in the quote.