The Central Bank raised the bar all at once in 2025. Minimum capital, net equity, governance, compliance, AML/CFT: everything became more expensive, heavier and more demanding. And the clock is already ticking:
• May: unauthorized payment institutions must file an authorization request or wind up their activities.
• July: the minimum-capital transition begins for financial institutions and other authorized entities: from R$ 1 million to up to R$ 56 million, depending on the activity.
• October: operating VASPs that have not filed an application must stop operating. From October 30, institutions authorized by the Central Bank are prohibited from dealing with unauthorized crypto counterparties.
Today's Valor Econômico article - in which our partner Tiago Severo Gomes was featured - confirms what we had already been mapping: 2026 is the year of forced consolidation. Those without capital or margin will need to reorganize; those who want to enter the market have opportunities.
There are few routes: a capital injection, obtaining a license, reorganizing the operation, or M&A before the market imposes a discount.
And after the Master and Reag cases, due diligence has changed. Governance, internal controls, regulatory track record and AML/CFT are now examined in more detail and are expected to affect price. Those without structure come to the table worth less. Tougher reps & warranties. More aggressive earn-outs.
The central question now is buy vs. build. Buying brings time, a license, a team, distribution and ready-made governance. Building consumes capital, time and regulatory risk. Often, the premium paid in an M&A deal is lower than the cost of capital to build from scratch.
We have already written about this in LexLegal, specifically about crypto, but the logic is the same for the entire ecosystem of entities regulated by the Central Bank.
Tiago Severo Gomes (regulatory), Roberto Panucci (regulatory/M&A) and Daphne Minerbo (M&A) lead these transactions at PSNA. If your company - or the company you want to buy - is on this radar, it makes sense to talk before the window closes.
Valor article: https://lnkd.in/d8cE-dnd
LexLegal article: https://lnkd.in/ebb9FsDf
