Mexican Fintech Sets Up Irish LTD for EU Payment Institution Licence — Capital Adequacy and Governance Built In
Background: Mexican fintech needs an EU passport
The fintech had built a USD–MXN–EUR remittance and SME-payments product profitable in Latin America and the southern US. The next growth market was the EU — Spain first, then France and Italy. Operating in the EU as a regulated payments business requires either a Payment Institution authorisation in an EU member state or relying on a regulated partner, which compresses unit economics. Ireland was the chosen jurisdiction for the same reasons many global fintechs choose it: English-language Central Bank processes, a clear authorisation pathway under the Payment Services Regulations 2018, and the 12.5% trading rate.
The challenge: corporate structure has to be PSD2-ready from day one
Central Bank of Ireland authorisation under PSD2 looks at the legal entity’s capital adequacy (initial own funds depending on services provided), governance (independent NEDs, fit-and-proper directors, conflicts), outsourcing arrangements, and operational resilience. Re-papering all of this after the fact — once the company is incorporated with vanilla model-LTD documents — is expensive and slow. Getting it right at incorporation saves months in the authorisation queue.
The solution: bespoke constitution and pre-engagement-ready governance
Chern & Co coordinated with the fintech’s regulatory counsel to:
- Draft a constitution providing for ordinary and preference shares, board reserved matters, conflicts protocol, and fit-and-proper requirements
- Appoint an EEA-resident nominee director alongside the founder under Section 137 with a written service agreement compatible with Central Bank requirements
- File the A1 with the CRO; certificate issued day 16
- File the RBO declaration with full ownership-chain disclosure
- Register with Revenue for corporation tax
- Schedule the Central Bank pre-engagement meeting with a fully populated draft application binder
- Document the outsourcing arrangements (cloud hosting, fraud monitoring, compliance) as PSD2-compliant from outset
The outcome: pre-engagement letter received, application on track
The Central Bank pre-engagement meeting produced a detailed feedback letter on governance and outsourcing. The full Payment Institution application was lodged with realistic, well-understood gaps; the fintech’s authorisation timeline was approximately on the published Central Bank median. The Irish LTD is operational, generating intercompany services revenue, and the founders did not relocate.
“Their team understood Central Bank pre-engagement, capital adequacy and outsourcing rules. We saved months by getting the corporate structure right at incorporation, not after.”
— COO, Mexico City fintech
Why this is the standard playbook for non-EU fintechs choosing Ireland
Founders sometimes treat incorporation as a separate workstream from licensing — and pay for it later in re-papering, governance retrofits and authorisation delays. Treating both as one engagement with one provider that understands both saves quarters, not just weeks. As an authorised TCSP with payment-institution licensing experience, Chern & Co builds the corporate vehicle to fit the regulatory destination from day one.
Planning a Payment Institution in Ireland? Book a free 15-minute consultation — written roadmap within 48 hours.
