A practitioner note (FK-CAN-2026-001, Faisal Khan LLC, 19 February 2026) on buying a Canadian MSB with RPAA registration — what a buyer actually acquires, and why the Bank of Canada must approve the change of control before the share purchase closes.
When you purchase a Canadian company already registered with FINTRAC as an MSB and with the Bank of Canada under the RPAA, you are buying the company itself, not transferring a licence from one entity to another. The corporation remains the same legal entity. What changes is its ownership, control and, where applicable, its directors, officers and business structure.
That is what makes the sequencing different from an ordinary corporate acquisition, where ownership simply changes and regulators are notified afterward. Here the existing PSP must file a new registration application with the Bank of Canada covering the proposed ownership, and the Share Purchase Agreement should make closing conditional on that re-registration being completed. The note is blunt about it: do not complete the acquisition of control before the Bank of Canada has approved the re-registration. The normal order is SPA signed, RPAA re-registration submitted, Bank of Canada review, approval, then the transaction closes.
What the note covers:
- The nine due-diligence items, from FINTRAC and RPAA registration through to RPAA operational-risk and safeguarding arrangements
- What the Share Purchase Agreement must set out, including the regulatory closing condition
- The information the Bank of Canada expects on the buyer, ultimate beneficial owners, controlling entities and expected transaction profile
- The eight-stage transaction flow, and who owns each step
- Why FINTRAC is not updated automatically — ownership, directors, compliance officer and address all need amending after closing
- The closing-documents list to agree in advance, and the common error it prevents
General guidance for Canada, not legal advice.