When someone offers a financial license for sale, what am I actually buying?

In a typical share acquisition, you are buying the company that holds the license or registration. The shares change hands, and the regulated entity continues to exist. You need to understand that structure before discussing the price.

It also means reviewing the company itself: its history, financial position, compliance record, contracts, liabilities, staff, systems, and banking arrangements. Two companies described as holding the same type of permission may be very different acquisitions. One may have a functioning operation; another may require substantial work before it can support your business.

The ownership change and the regulatory process must be planned together. Do not assume you can complete the share transfer, start operating, and notify the regulator afterward. For a UK EMI, the applicable change-of-control approval comes before acquisition. For a registered Canadian payment service provider, the RPAA requires a new registration taking the planned acquisition into account before control changes. FCA change-of-control guidance, RPAA, section 24

I would first establish what the seller owns, what is included in the transaction, and whether the entity can support your intended activities. Then undertake legal, financial, regulatory, and operational due diligence, with the required approvals reflected in the transaction documents.

Where escrow is appropriate, I prefer a properly structured independent arrangement, rather than relying on the broker to hold the money. The objective is a company you can operate lawfully and practically after completion, with a clear understanding of what you have acquired.