Full formation package for a fintech startup: operational in 10 business days

The Challenge

Four professionals from the finance and technology sectors had identified an opportunity in the B2B digital payments market and were ready to launch their startup. They had the team, a minimum viable product in development, and advanced conversations with a first pilot client. What they did not have was the legal and operational structure to trade.

The founders faced a set of interrelated decisions that could not be addressed sequentially because time was critical: incorporating the company, distributing equity and protecting all co-founders (especially important given that one founder was contributing code already developed), opening a business bank account, registering for VAT and corporate tax, and understanding the regulatory framework applicable to the payment services they intended to offer.

Additionally, the four founders had different expectations about governance and had held informal conversations about equity allocation that needed to be carefully formalised to prevent future conflicts.

Our Approach

We began with a three-hour kickoff session mapping the business plans in detail, each founder’s role, their contributions (capital, code, client networks, commitment), and their expectations for the company’s future. From this diagnostic we designed the recommended corporate structure.

We proposed a private limited company (SL) with four shareholders at 25% each, combined with a four-year vesting mechanism with a one-year cliff for all founders — protecting the company and each shareholder if any of them exit in the early years. We drafted the shareholders’ agreement covering, in addition to vesting, pre-emption rights on transfers, drag-along and tag-along mechanisms, conditions for investor entry, and the decision-making process for matters requiring unanimous consent.

We managed the notarial incorporation, commercial registry inscription, business bank account opening (coordinating directly with the bank to accelerate the process), and all tax registrations. In parallel, our regulatory team conducted a pre-assessment of the projected payment services to determine whether they would require a payment institution licence, an electronic money institution licence, or whether it was viable to operate under an agency agreement with an already-authorised entity.

Results

The company was incorporated and registered in the Commercial Registry in six business days. The bank account was operational on day ten. All four founders signed the shareholders’ agreement before incorporation, with full understanding of all mechanisms and no friction in the negotiation.

The regulatory pre-assessment report identified three options for the launch phase: operating as an agent of an already-authorised payment institution (fastest route, zero months to regulatory operability), applying for a limited payment institution licence (approximately eighteen months), or a full payment institution licence (twenty-four to thirty months). The founders were able to present this roadmap to their first prospective investors with complete clarity about the company’s regulatory strategy.