Gaming Licences in iGaming M&A: How UKGC, MGA, Curaçao and Gibraltar Affect Deal Structure and Closing Risk
A gaming licence can be one of the most consequential assets in an iGaming acquisition. It determines whether the target can continue operating in regulated markets, which ownership changes require regulatory scrutiny, and whether the buyer can preserve the existing business after closing.
But licence value should not be reduced to a universal percentage premium. There is no authoritative public transaction dataset showing that every UKGC business is worth a fixed percentage more than an MGA or Curaçao target. In practice, regulatory value depends on the licence actually held, the markets it supports, the target’s compliance history, the buyer’s ownership structure and whether regulatory continuity can be maintained.
The change-of-control rules also differ significantly. Great Britain applies a corporate-control continuation process around a 10% controller threshold. Malta distinguishes changes in qualifying interests from formal licence transfers. Curaçao now requires written CGA approval before relevant ownership transfers are completed, while Gibraltar introduced a new statutory control regime when the Gambling Act 2025 took effect on 1 April 2026.
For buyers and sellers, these differences should be considered before valuation and transaction documents are finalised. This article compares the current UKGC, MGA, Curaçao and Gibraltar regimes from an M&A perspective and explains what should be tested during regulatory due diligence.
Publish Date
31 Aug 2026
Reading Time
14 minutes
Category
Legal News
Jurisdiction
UKGC, MGA, Curaçao & Gibraltar
Why a gaming licence changes the economics of an iGaming acquisition
A licensed iGaming company is not simply a technology platform with regulatory paperwork attached. The licence sits inside the operating model and can affect player access, payment relationships, game-supplier arrangements, advertising permissions, regulatory reporting and the ability to continue trading after a change in ownership.
Where a buyer needs access to a regulated market, acquiring an established licensed entity can therefore have strategic value. It may preserve an existing regulatory footprint and operating infrastructure that would otherwise need to be created through a fresh licence application.
That does not mean the licence can be valued separately from the business.
Licence value is not the same as a fixed licence premium
Claims that a UKGC licence automatically adds 35–55%, or an MGA licence 25–40%, to an iGaming valuation should be treated cautiously unless supported by transaction-specific evidence.
The actual impact may depend on revenue concentration, profitability, player quality, compliance history, local market access, scalability, technology ownership and the buyer’s own regulatory position.
A clean licence may support a premium where it provides commercially important market access that would be difficult or time-consuming for the buyer to recreate. A licence subject to regulatory investigation, restrictive conditions or an incompatible ownership structure can have the opposite effect.
Regulatory continuity may be more important than the licence label
A buyer should therefore ask a different question:
Will the regulated business remain capable of operating under the existing authorisation after the acquisition?
That question requires analysis of the legal entity holding the licence, incoming controllers, funding structure, regulatory approvals, target markets and planned post-closing operating model.
Share sales, asset sales and licence transfers are different transactions
This distinction is fundamental in regulated gaming M&A.
In a conventional share acquisition, the legal entity holding the gaming licence remains in place. What changes is its ownership or control. The resulting regulatory process is therefore usually concerned with the incoming controller and the continuing suitability of the licensed entity.
An asset sale is different. If a buyer acquires domains, software, intellectual property, customer databases or contracts without acquiring the licensed entity, the gaming licence will not ordinarily move with those assets simply because they previously formed part of the licensed business.
The buyer may then need its own authorisation before the acquired operation can continue.
“Transferable licence” can be misleading terminology
Different regulators use different mechanisms.
An acquisition may involve a change of corporate control, a change in qualifying shareholding, a regulator-approved licence transfer, or a new licence application. Those concepts should not be treated as interchangeable.
This is particularly important when drafting transaction documents. The regulatory path should be established before the parties assume that a licence will “transfer at closing”.
UKGC: change of corporate control is a substantive regulatory process
For businesses serving consumers in Great Britain, the Gambling Commission operating licence has direct commercial significance. Remote businesses need the relevant UKGC authorisation to provide gambling facilities to consumers in Great Britain, including where the operator itself is based overseas.
The M&A question is therefore whether the existing licensed company can continue to hold that authorisation after ownership changes.
The UK controller threshold generally starts at 10%
Under the Gambling Act 2005 framework, the Gambling Commission summarises a controller as a person or entity holding 10% or more of shares or voting power in the licensee or a parent undertaking, or otherwise having sufficient shares or voting power to exercise significant influence over management.
Interests held by persons acting together can also be relevant.
For buyers, this means the analysis cannot stop at the direct shareholder of the target. Parent companies, investment vehicles, trusts and beneficial ownership further up the acquisition structure may require disclosure and assessment.
A completed change triggers a continuation process
Once a change of control occurs, the licensee must report it as a key event as soon as reasonably practicable and in any event within five working days after becoming aware of it.
Within five weeks of the change, the licence holder must either surrender its licence or apply for the licence to continue to have effect. Otherwise, the licence may be revoked.
Importantly for M&A structuring, section 103 of the Gambling Act 2005 also permits an application in advance for a person or entity expected to become a controller. That makes regulatory sequencing an issue that can be addressed before closing rather than left entirely to post-completion remediation.
The regulator looks closely at acquisition funding
The UKGC process is not simply an ownership-register update.
The regulator states that source-of-funds evidence is usually required for money used to acquire the controlling interest and for intended ongoing investment in the licensee. Current guidance also asks for items such as ownership diagrams, purchase-price evidence, funding information, relevant business-plan changes and personal declarations from incoming controllers.
This makes buyer KYC and funding preparation a regulatory workstream, not only an SPA or banking issue.
Current UKGC processing time is approximately 12 weeks
The Gambling Commission currently publishes an average 12-week processing time for change-of-control applications. It expressly states that this is not guaranteed and can be affected by incomplete information, ownership complexity, funding arrangements, suitability concerns and linked regulatory reviews.
Buyers should therefore avoid fixing a transaction long-stop date around a generic 90-day assumption without considering the actual controller structure.
There is also a current fee development: revised UKGC change-of-control fees are scheduled to apply from 1 October 2026. The regulator has already published the new fee structure, with different treatment depending on whether the incoming controller is already licensed or is a qualifying regulated financial institution.
MGA: regulatory credibility does not create an EU gambling passport
An MGA licence remains a significant regulated operating credential. However, its M&A value should not be described as automatic access to “the EU market”.
There is no sector-specific harmonised EU gambling legislation. The European Commission confirms that Member States remain autonomous in how they organise gambling services, subject to general EU Treaty principles.
An MGA-licensed acquisition therefore still requires market-by-market analysis.
An MGA licence does not replace national licences where required
A buyer acquiring a Malta-licensed operator should identify where the target actually derives revenue and whether each market permits that activity under the target’s existing regulatory structure.
Markets operating their own local licensing regimes cannot simply be treated as covered by Malta authorisation because the target holds an MGA licence.
This is an important distinction in valuation. A strong regulator relationship and established Maltese operating structure may add substantial strategic value, while the legal right to target specific countries remains a separate question.
A qualifying interest generally begins at 10%
The Malta Gaming Authority defines a qualifying interest for its company-structure guidance as 10%, or a lower percentage where determined by the Authority.
The MGA also looks beyond pure equity and considers the control or decision-making power that a person or entity can exercise.
Current guidance requires licensees to notify the Authority forthwith and, in any event, within three working days after a change in direct or indirect qualifying shareholding. Supporting documentation must then be submitted through the relevant corporate-structure application process within 30 days.
That is materially different from Curaçao’s current prior-approval model.
A licence transfer is a separate MGA procedure
A formal licence transfer should not be confused with a shareholder acquisition.
The MGA’s current prior-approval materials include a dedicated licence-transfer process requiring a corporate change application and documents such as current and proposed ownership structures and the sale-and-purchase or licence-transfer agreement.
The transaction structure therefore determines which regulatory procedure is actually relevant.
Incoming UBOs and funders face due diligence
The MGA requires personal and due-diligence information for changes involving beneficial ownership, controlling interests and funding.
Its current materials require a detailed source-of-wealth declaration and supporting evidence for UBOs and third parties investing funds into the licensed business.
That makes the financial standing and provenance of acquisition funds relevant well beyond the buyer’s immediate corporate vehicle.
Curaçao under the LOK is no longer a simple share-transfer jurisdiction
Older M&A descriptions often present Curaçao as the jurisdiction in which the buyer can simply purchase the shares of the licensed company and complete the regulatory process afterwards.
That is no longer an accurate description of the current framework.
The Curaçao Gaming Authority now supervises the sector under the National Ordinance on Games of Chance (LOK), which entered into force on 24 December 2024.
CGA approval must come before the relevant transfer completes
The CGA’s Policy Guideline: License Holder Change in Control states that a proposed share transfer or other underlying transaction needed to appoint a new UBO or Qualified Interest Holder may not be completed before the CGA issues its formal written approval.
Executing the transaction before approval may constitute a regulatory breach.
For transaction lawyers, that immediately changes the SPA mechanics.
Where the proposed acquisition changes a relevant UBO or Qualified Interest Holder, CGA approval should be considered in the closing conditions rather than treated as a post-closing notification.
Incoming owners are subject to formal suitability review
The CGA guideline requires newly proposed UBOs or Qualified Interest Holders, including relevant statutory directors, to provide due-diligence documentation.
Current requirements include a Personal History Disclosure Form, passport, birth certificate, proof of address, criminal-record documentation and evidence of source of wealth for persons expected to fund the business.
The CGA may also request further information or clarification.
The Authority states that its due-diligence process begins after the applicable invoice has been paid and that it assesses the suitability and reliability of the incoming ownership before issuing a formal decision.
A simultaneous operating-model change can require a new application
This is one of the most important Curaçao deal points.
The CGA states that where a change in UBO or Qualified Interest Holder is accompanied by a change in the business plan and/or platform, a new application should be submitted for licence evaluation under the LOK.
A buyer therefore cannot safely assume that acquiring the licensed entity automatically preserves the entire regulatory position if it intends to replace the platform or materially restructure the operation.
This should be tested during pre-signing diligence.
Generic “30–60 day Curaçao transfer” assumptions should be avoided
The current CGA guideline does not establish a universal 30–60 day change-of-control timetable.
Processing depends on the submitted documentation, payment and due-diligence review. A transaction timetable should therefore be built around the actual regulatory process rather than an inherited industry estimate.
Gibraltar: the 2026 Gambling Act changes the M&A analysis
Gibraltar’s framework has undergone a significant recent change.
The Gambling Act 2025 became operative on 1 April 2026, replacing the previous regime and introducing a dedicated statutory Part 6 dealing with control over licence holders. Existing businesses licensed under the old Gambling Act 2005are deemed licensed under the new framework.
This makes historic descriptions of Gibraltar change-of-control practice particularly important to refresh in 2026 transactions.
Acquisition of control must be notified before completion
Under section 79 of the Gambling Act 2025, a person who decides to acquire or increase control over a licence holder must notify the Commissioner before making the acquisition.
The new regime then provides for an assessment process, including criteria for approval, conditional approvals and mechanisms to object to unsuitable control.
The core control threshold is 25%
For Part 6 purposes, a person acquires control where it holds 25% or more of shares or voting power in the licence holder or a parent undertaking, or otherwise holds shares or voting power giving it significant influence over management.
The Act separately addresses increases and reductions in existing control, meaning buyers should examine both the resulting percentage and the movement from the last position notified to the regulator.
Change-of-control fees now reflect transaction complexity
The Gambling (Duties and Licence Fees) Regulations 2026 establish a £3,000 base fee for a change-of-control notice.
The Licensing Authority may increase the total charge depending on transaction complexity, up to a maximum of £30,000.
This does not create a universal Gibraltar processing timeline, but it illustrates the more formalised regulatory treatment of ownership transactions under the new regime.
UKGC, MGA, Curaçao and Gibraltar compared for iGaming M&A
| Jurisdiction | Key M&A control issue | Regulatory timing approach | Main buyer concern |
|---|---|---|---|
| Great Britain — UKGC | Generally 10%+ shares/votes or significant influence | Control change can trigger continuation process; advance application available | Controller suitability, acquisition funding, source of funds, closing timetable |
| Malta — MGA | Qualifying interest generally 10%, with control considered beyond equity | Qualifying shareholding changes generally notified after change; licence transfers follow a separate procedure | UBO/funder due diligence, corporate structure and actual destination-market permissions |
| Curaçao — CGA | Changes involving UBOs and Qualified Interest Holders | Prior written CGA approval before relevant transfer completes | LOK compliance, source of wealth, buyer suitability and whether business/platform changes trigger new licensing |
| Gibraltar | Generally 25%+ shares/votes or significant influence under the new regime | Notice before acquisition; statutory assessment under the Gambling Act 2025 | New 2026 control regime, suitability and complexity-based regulatory fees |
What regulatory due diligence should cover before signing
A gaming acquisition should include a dedicated regulatory workstream rather than relying entirely on general corporate DD.
At minimum, we would normally expect the buyer to examine:
- Licence scope and status: the actual licensed entity, activities, domains, products, conditions, current validity and any restrictions.
- Ownership approvals: whether the current ownership, UBO and controller information matches what has been approved or notified to the regulator.
- Regulator correspondence: material requests, warnings, compliance reviews, investigations, licence conditions and remediation work.
- AML/CFT and safer-gambling history: material failings may affect regulatory suitability, warranties and post-closing integration.
- Target-market legality: the home-jurisdiction licence does not necessarily authorise the target to serve every country from which it receives players.
- Source of funds and buyer readiness: incoming shareholders and funders may need detailed regulatory disclosures.
- Planned operational changes: platform migrations, management changes, new domains, new markets or restructuring can create additional approvals.
- Third-party dependencies: game suppliers, PSPs, affiliates, platform providers and key contracts may include regulatory or change-of-control termination rights.
The purpose is not simply to confirm that a licence certificate exists. It is to understand whether the regulated business being valued can actually survive the contemplated acquisition.
Regulatory risk belongs in the SPA and closing mechanics
Once the regulatory pathway is understood, it should be reflected in the transaction documents.
Regulatory approval may need to be a condition precedent
This is particularly obvious under the current Curaçao and Gibraltar frameworks, where relevant control changes require action before completion.
A UK transaction can also be structured around an advance controller application where the parties want greater regulatory certainty before closing.
The long-stop date should reflect the real regulatory process
The SPA should not assume that every regulator will complete a review within the commercial timetable preferred by the parties.
For example, the UKGC currently publishes an average 12-week change-of-control processing time, while the CGA does not publish a generic 30–60 day timeline for ownership approvals.
Complex ownership or funding structures may require more time.
Signing-to-closing covenants matter
The seller should normally be restricted from taking actions that could prejudice the regulatory position while approval is pending.
Depending on the target, this may include material ownership changes, new regulated markets, major platform migrations or responses to regulator investigations without appropriate buyer involvement.
Regulatory warranties should match the real risk
A buyer may require warranties addressing licence validity, regulator correspondence, investigations, sanctions, target markets, AML/CFT compliance, safer-gambling controls and completeness of regulatory disclosures.
Known issues may require specific indemnities, purchase-price adjustment or remediation conditions rather than reliance on general warranties.
Does a “better” gaming licence automatically mean a higher valuation?
No.
A highly regarded gaming licence can support valuation, but there is no defensible universal percentage uplift that applies to every transaction.
The strongest case for regulatory value exists where the target has a clean compliance record, the licence supports commercially important activity for the buyer, the licence-holder entity can continue after the transaction, and recreating the same regulatory position independently would carry material time, cost or execution risk.
The opposite is also possible.
A business may hold a well-known licence while facing an unresolved investigation, poor AML controls, significant safer-gambling remediation or a customer base concentrated in markets where the licence does not provide sufficient authorisation.
A buyer should therefore price the regulatory position of the business, not the regulator’s brand name in isolation.
Which licence profile fits which acquisition strategy?
For a buyer seeking consumers in Great Britain, the UKGC position is straightforward: a relevant UKGC licence is required for remote gambling supplied to British consumers, regardless of where the operator itself is based.
For a European-focused buyer, Malta can provide a well-established regulated operating base. However, the target’s rights in individual European markets need to be tested separately because gambling remains non-harmonised across the EU.
For Curaçao, the LOK has materially changed the old acquisition narrative. Buyers should now plan for CGA control approval, enhanced owner due diligence and the possibility that wider operating changes may require fresh licence evaluation.
For Gibraltar, transactions in 2026 should be assessed against the new Gambling Act 2025, rather than historical change-of-control practice under the repealed framework.
There is therefore no universally “best” licence for an acquisition. The appropriate regulatory footprint depends on the buyer’s market strategy, target business and transaction structure.
Legasset advises buyers, sellers and investors in regulated iGaming transactions. Our work may include gaming licence due diligence, ownership and controller analysis, regulatory change-of-control preparation, transaction structuring, conditions precedent, licensing strategy and post-acquisition compliance integration.
Where a transaction involves sensitive licence records, financial information or non-public commercial data, detailed materials should be shared only after appropriate KYC, NDA and Proof of Funds procedures where applicable.
iGaming M&A Licence Due Diligence FAQ
Can a gaming licence be transferred when an iGaming company is sold?
It depends on the jurisdiction and transaction structure.
In many share acquisitions, the licensed legal entity remains the licence holder while the regulator assesses the new controller. A formal licence transfer is a different procedure and may exist separately, as it does under MGA processes.
An asset sale can require a new licence where the buyer acquires business assets without acquiring the existing licence-holder entity.
Is a share purchase usually easier for gaming licence continuity than an asset purchase?
A share acquisition can preserve the entity holding the licence, which may make regulatory continuity possible.
However, this does not eliminate regulator involvement. UKGC, MGA, CGA and Gibraltar rules can all impose requirements when ownership or control changes.
The transaction should therefore be structured around the relevant regulator’s rules rather than assuming that buying shares automatically preserves the licence.
Does an MGA licence allow an operator to serve players throughout the EU?
No automatic EU gambling passport exists.
The European Commission confirms that there is no sector-specific EU legislation harmonising gambling services and Member States retain substantial autonomy over national gambling regulation.
An MGA licence should therefore be combined with a jurisdiction-by-jurisdiction market-access analysis.
Does a UKGC-licensed company require regulatory action when its shareholder changes?
Potentially, yes.
A person generally becomes a controller where it reaches 10% of shares or voting power or otherwise gains significant influence. A completed change must be reported, and the licence holder may need to apply for the licence to continue in effect.
Advance applications for expected controllers are also possible.
Can a Curaçao gaming company complete a share sale before CGA approval?
Not where the transaction involves a new UBO or Qualified Interest Holder within the CGA change-of-control framework.
The CGA expressly states that the relevant share transfer or underlying appointment may not be completed until formal written approval has been issued.
What changed for Gibraltar gaming acquisitions in 2026?
The Gambling Act 2025 became operative on 1 April 2026 and introduced a dedicated statutory framework governing control over licence holders.
A person intending to acquire or increase control must notify the Commissioner before the acquisition, and the core acquisition-of-control threshold is generally 25% or significant influence.
What documents should a buyer review during gaming regulatory due diligence?
The precise request list depends on the jurisdiction and target.
Important categories normally include licences and conditions, regulator correspondence, enforcement and remediation history, ownership approvals, AML/CFT records, safer-gambling compliance, target-market analysis, material licence applications and information about pending regulatory changes.
Does a UKGC or MGA licence automatically increase an iGaming company's valuation?
No fixed valuation uplift can be applied reliably across all businesses.
The licence may support a premium where it preserves strategically important regulated activity and is supported by a strong compliance record. Its value can be reduced materially by investigations, regulatory restrictions, poor compliance or limited relevance to the buyer’s intended markets.
Can historical regulatory issues survive an acquisition?
Yes.
A share acquisition preserves the licensed entity and generally preserves its regulatory history as well. Historical AML, safer-gambling, consumer or reporting failures can therefore affect post-acquisition supervision, remediation costs and transaction warranties.
That is why regulatory DD should be completed before the buyer treats the existing licence as a clean strategic asset.
iGaming M&A: Official Change-of-Control and Licensing Materials
I. UK Gambling Commission — Change of Corporate Control
This guidance explains the 10% controller threshold, notification and continuation requirements, advance applications, source-of-funds review and the revised change-of-control fees applying from October 2026.
II. UK Gambling Commission — Licence Application Processing Times
The Commission currently publishes an average 12-week processing period for change-of-control applications and explains factors that can extend regulatory review.
III. Malta Gaming Authority — Guidance Note on Changes in Direct or Indirect Shareholding
The MGA guidance explains qualifying interests, the 10% general threshold, control considerations and reporting deadlines when a licensee’s approved ownership structure changes.
IV. Malta Gaming Authority — Prior Approval Requirements and Licence Transfers
This MGA resource distinguishes formal licence-transfer applications from other corporate changes and sets out core documentation required for a licence transfer.
V. Curaçao Gaming Authority — Policy Guideline: License Holder Change in Control
The CGA guideline confirms that relevant share transfers require prior written approval, describes incoming-owner due diligence and explains when simultaneous business or platform changes can trigger a new licence application.
VI. Government of Gibraltar — Gambling Act 2025
The current Gibraltar legislation includes the new Part 6 regime governing control over licence holders, which became operative on 1 April 2026.
VII. Government of Gibraltar — Gambling (Duties and Licence Fees) Regulations 2026
The regulations establish the current change-of-control fee framework, including the £3,000 base fee and maximum £30,000 charge depending on transaction complexity.
VIII. European Commission — Online Gambling in the EU
The Commission confirms that gambling services are not harmonised through sector-specific EU legislation and that Member States retain their own national regulatory frameworks.
