Entering Without Your Own Licence: Agents, Liability Umbrellas, and White-Label Models

A licence from BaFin, the FMA, or another EU supervisor takes time, capital, and a management team that passes the fit-and-proper test. Many fintechs want to validate the DACH market before committing to that investment. The regulatory framework offers several ways to operate under someone else's licence — but each one comes with its own boundaries, and crossing them turns a smart entry strategy into unlicensed business.

All licence-light models share one principle: a licensed institution carries the regulatory responsibility and the liability, and the fintech acts within a clearly defined role on its behalf or alongside it. The institution must control what is done in its name — which means the fintech trades speed for dependency. The models below rest on EU law and its German implementation; Switzerland has its own rules.

Model 1: Agent of a Payment or E-Money Institution

Under the payment services framework (PSD2; in Germany the ZAG), a licensed payment institution can provide payment services through agents. The agent is registered by the principal with its supervisor and appears in the public register; the principal remains fully responsible and liable. E-money institutions can additionally use distributors to distribute and redeem e-money — but not to issue it. Through passporting, agents can also operate in other member states, which makes the model attractive for cross-border entry.

Model 2: Tied Agent Under a Liability Umbrella

For investment services, the European framework (MiFID II) allows tied agents. In Germany, this model is widely known as the liability umbrella (Haftungsdach): a licensed investment firm or bank takes a tied agent under its responsibility, registers it with BaFin, and is liable for its conduct (section 3(2) WpIG, section 2(10) KWG). The tied agent may broker, advise on, and place financial instruments — exclusively for this one institution — but may not hold client money or client assets. For wealthtech and investment platforms, the umbrella is often the fastest route to the market.

Model 3: White-Label and Banking-as-a-Service

In white-label partnerships, a licensed partner provides the regulated service — account, card, loan, custody — and the fintech provides the customer interface and technology. The regulated contract is concluded between the partner and the end customer. The legal line is thin: if the fintech itself receives and transmits orders, transfers funds, or makes credit decisions, it may be performing licensed activities. The partner, in turn, treats the fintech as an outsourcing provider and imposes the corresponding control and audit requirements.

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Operating under someone else's licence is not a loophole. It is a contract in which you rent regulatory permission — and the landlord sets the house rules.

The Special Case of Crypto

MiCA has no agent regime comparable to payments or investment services. Even receiving and transmitting orders in crypto-assets is a licensed service in itself. Fintechs that offer crypto features in their app therefore usually structure them so that the licensed crypto-asset service provider contracts directly with the customer and the fintech acts only as a technical interface — a boundary that must be reflected in the user journey, the terms, and the marketing.

Where Licence-Light Becomes a Trap

• Dependency: the partner can terminate, change terms, or come under supervisory pressure itself — and your business stops with it.
• Customer ownership: legally, the customer often belongs to the licensed partner; migrating customers to your own licence later is a project of its own.
• Economics: revenue shares and minimum fees look acceptable at launch and expensive at scale.
• Scope creep: product features added over time can drift into activities the arrangement does not cover.
• Control: the principal must supervise you — expect audits, training requirements, and approval rights over marketing.

A Sensible Path

1. 01Classify each product feature precisely: which activity is licensed, and who performs it?
2. 02Choose the model that matches the classification — agent, tied agent, or white-label — and document the role split.
3. 03Negotiate exit and migration rights from day one: customer data, notice periods, and cooperation in a transfer.
4. 04Define the trigger for your own licence — volume, margins, product scope, or number of markets — and prepare the application in parallel.

Conclusion

Licence-light models are legitimate and often smart ways to enter the DACH market quickly. They work when the role split is clear, the partner is stable, and the path to an own licence is planned from the start. Aegiron Capital Group helps fintechs weigh the entry models commercially and find partners, and runs the preparation of the transition to their own licence as a project; the regulatory classification and legal advice come from the law firm you engage.