Company formation and structuring

Licensee-ready companies and group structures for iGaming

Regulators license companies, not projects. We incorporate the entity your license requires, add the holding and banking layers that keep the group scalable, and keep the corporate file ready for regulator and bank due diligence.

What we deliver

Everything the regulator and the bank will ask about

EU and offshore entity formation

The operating company in the jurisdiction your license requires, with gambling activities in its articles where the regulator expects them.

Beneficial ownership structuring

A clear ownership chain down to natural persons. Regulators and banks look through every layer, so we design it to pass that review.

Holding company setup

A holding entity, commonly in Nevis or Cyprus, to own the licensed companies and the IP and to protect assets.

Corporate governance frameworks

Board composition, signing authority, minutes and registers that stand up in a license application and a bank onboarding.

Registered office and local agent

A local registered address and, where required, a resident director or local agent to manage the company’s affairs.

Ongoing corporate compliance

Annual financial statements, shareholder meetings and corporate records maintained after formation.

Typical scalable setup

One license is rarely enough

Most scalable iGaming groups combine three layers. We design and implement all three as one structure.

Layer 1 · Market entry

Offshore license

Anjouan or Curaçao for fast initial market entry.

Layer 2 · Credibility

EU license or entity

Romania Class II or Malta for PSP acceptance and partner credibility.

Layer 3 · Ownership

Holding company

Commonly Nevis or Cyprus, for ownership, IP and asset protection.

Process

How incorporation works

  1. 1Choose the company typeThe legal form that fits the license and the tax position, for example an SRL in Romania or a BV in Curaçao.
  2. 2Appoint directors and shareholdersAt least one director and one shareholder, individuals or corporate entities.
  3. 3Reserve the name and addressA unique company name and a local registered address for official correspondence.
  4. 4Draft the articlesMemorandum and articles setting out structure, rules and the licensed activity.
  5. 5KYC and due diligenceID, proof of address and source of funds for every director, shareholder and beneficial owner.
  6. 6Register and go liveFiling with the trade register and the tax authority, share capital deposit where required.
Romania Class II

Romanian SRL or your existing EU company?

Both routes lead to the same Class II license with the same ONJN obligations. The differences are structural and fiscal.

CriterionRoute A · Romanian SRLRoute B · EU/EEA entity
EntityNew Romanian SRL or SA (7–15 days)Existing EU/EEA company, no new entity
Local presenceDirectors of the Romanian entity, accountable to ONJNLocal authorized representative, mandatory
Romanian corporate tax16% on Romanian-source profitsNone if no permanent establishment is created
VATFull Romanian VAT registration and filingAssessed per service; generally not triggered for remote B2B
Time to submissionAbout 3–4 weeks from instructionAbout 2–3 weeks from instruction
Best forLong-term local market presenceMarket entry without restructuring
Documents

What we need from you

  • Proposed company name and a declaration of the business type
  • Directors’ details: citizenship, country of residence, notarized passport or ID copy
  • ID documents for the local agent, where one is appointed
  • Beneficial owners’ ID documents and a signed letter of intent
  • Proof of address: utility bills or bank statements
  • Source of funds and source of wealth declarations for material owners

Frequently asked questions

Do I need a local company to get a license?

It depends on the license. Romania Class I needs a Romanian company or a permanent establishment in Romania. Romania Class II can be held directly by an EU, EEA or Swiss company with a local authorized representative. Curaçao licenses are issued to companies incorporated in Curaçao.

Can nominee directors or shareholders be used?

Where local law allows, yes, but regulators look through to the beneficial owners. In Romania, nominee directors and bearer shares trigger additional scrutiny from ONJN, so we usually advise against them for licensed entities.

How long does incorporation take?

A Romanian SRL typically takes 7–15 days. Timelines for other jurisdictions are set out in your roadmap, because they depend on due diligence and notary availability.

Get the structure right before you scale.

Answer a few questions and get your roadmap. Our team replies within 24 hours.

Plan my company setup