M&A advisory · MSBs in Canada
Buy or sell an MSB without surprises
MSB transactions fail when regulatory details get missed. We handle compliance due diligence, deal structuring, and banking transitions.
Why MSB transactions fall apart
Weak due diligence
Generic M&A due diligence doesn't catch MSB-specific issues. Buyers discover compliance gaps or unstable banking after closing — when it's too late to renegotiate.
Banking relationship loss
The bank account keeping the MSB operational can disappear when ownership changes. Banks re-evaluate after acquisitions and close accounts without proper preparation.
Incorrect valuation
MSB value isn't just revenue multiples. Compliance quality, banking stability, and regulatory relationships all affect price — but only if you know how to assess them.
What you get
- Compliance due diligence — program quality, FINTRAC history, risk assessment
- Banking and PSP relationship stability evaluation
- MSB-specific valuation support
- Deal structuring — asset vs. share purchase, holdbacks, earn-outs
- FINTRAC registration transition planning
- Banking transition coordination
- Purchase agreement review with MSB-specific protections
- Post-close integration support
How it works
Assessment — we review the transaction, compliance status, banking relationships, and deal objectives.
Due diligence and structuring — comprehensive MSB-specific analysis and deal terms that protect your interests.
Closing and transition — regulatory notifications, banking transitions, and compliance handover.
FAQ
MSBs depend on maintaining FINTRAC registration, an active compliance program, and banking relationships that can be revoked. Due diligence must assess compliance quality, regulatory history, and banking stability — not just financial performance.
In a share purchase, registration stays with the company but FINTRAC must be notified of ownership changes. In an asset purchase, the buyer typically needs their own registration. Either way, careful transition planning is required.
It's one of the biggest risks. Banks re-evaluate MSB accounts when ownership changes. We prepare banking transition documentation and coordinate with the bank before closing to prevent account loss.
With proper preparation, 60 to 90 days from engagement to closing. Timeline depends on compliance complexity, due diligence depth, and negotiation dynamics.
Share purchases keep the FINTRAC registration but inherit all historical liabilities. Asset purchases let you choose what to acquire but may require new registration. We evaluate both options and recommend the best structure for your situation.
Get In Touch
Buying or selling an MSB?
Free 30-minute consultation. No obligations.
Toronto, Ontario, M5B 1Y4, Canada