Buying a Canadian PSP in 2026: When an Acquisition Triggers Re-Registration Under the RPAA

A buyer does not simply inherit a target PSP's Bank of Canada RPAA registration by closing a deal. Under subsection 24(1) of the Retail Payment Activities Act (RPAA), when an individual or entity plans to acquire control of a registered payment service provider, the registered PSP being acquired — not the buyer — must submit a new application for registration that takes the planned acquisition into account, and must be re-registered under that new application before the acquisition of control is completed. This applies regardless of what the acquirer plans to do with the PSP afterward, and it applies whether the acquirer is Canadian or foreign.

The Bank of Canada's registration under the RPAA is not a licence: it is a registration, and the Bank has been explicit that it does not authorize a business model or guarantee its viability. The target PSP's existing registration does not eliminate the section 24 re-registration requirement when control changes. See the Bank's own supervisory policy on acquisitions of control and prescribed changes for the source underlying most of this article.

Does a PSP Acquisition Require a New Bank of Canada Application?

The rest of this article works through each row.

What Counts as an Acquisition of Control Under the RPAA?

Section 21 of the Retail Payment Activities Regulations (RPAR) sets out three separate tests, depending on the target PSP's legal structure — and the tests are not framed identically to one another.

Corporation

An individual or entity — alone, or in combination with its affiliates — acquires control of a corporate PSP in either of two ways:

1. by acquiring securities of the PSP attached to one-third or more of the votes that may be cast to elect its directors (held directly or indirectly, and attributed to the ultimate owner even where a third party holds the securities on the acquirer's behalf); or
2. by acquiring control of a separate entity that itself controls the PSP.

Only shares carrying the right to vote for directors count. Convertible securities, such as non-voting shares or options, only trigger an acquisition of control once and if they convert into director-voting shares, and re-registration has to be completed before that conversion. Acquiring a security interest only — collateral held by a lender against a loan — is not itself an acquisition of control.

Limited partnership

Where the PSP is a limited partnership, any addition of a new general partner is an acquisition of control, regardless of the partnership-interest percentage involved. Re-registration must be completed before the individual or entity becomes a general partner. Unlike the corporation and other-entity tests below, the regulation frames this trigger as the direct act of becoming a general partner — it does not separately describe an indirect route (such as acquiring control of an entity that is itself a general partner) the way it does for the other two structures.

Other entity types

For a PSP that is neither a corporation nor a limited partnership, control is acquired when an individual or entity — alone or with affiliates — acquires an ownership interest entitling it to one-third or more of the PSP's profits, or one-third or more of its assets on dissolution, held directly or indirectly. As with the corporation test, this can also occur by acquiring control of a separate entity that itself controls the PSP, where that separate entity is controlled to the same one-third profit/asset threshold.

Indirect control through a parent company

The corporation and other-entity tests both expressly capture indirect acquisitions. If Company A owns all the voting shares of a registered corporate PSP, and Buyer B acquires control of Company A — meeting the same one-third voting threshold at that level — the PSP itself must submit a new section 24 application and be re-registered before Buyer B's acquisition of Company A is completed, even though Buyer B never directly purchases the PSP's own shares. The limited-partnership test, by contrast, is triggered specifically by becoming a general partner — confirm the specific facts of any indirect limited-partnership structure against current guidance rather than assuming the same indirect-parent logic applies automatically.

Acquisition of Control vs. Other Prescribed Changes

Section 24(1) (acquisition of control) is not the only trigger for re-registration. Section 24(2) covers "prescribed changes" set out in RPAR section 22, which currently identifies exactly one such change: certain acquisitions by a state-owned enterprise, as defined in the Investment Canada Act — broadly, any individual or entity owned, controlled, or influenced, directly or indirectly, by a foreign government.

This rule is narrower in scope than it might first appear, but has no lower threshold within that scope. Re-registration is required before a state-owned enterprise obtains the power to appoint the PSP's CEO or other senior officers or directors; before it obtains any voting right at all in a corporate PSP (even a single voting share); or before it acquires any ownership interest at all in a non-corporate PSP. It is not triggered by every economic interest a state-owned enterprise might acquire in a corporation — non-voting economic interests in a corporate PSP fall outside this specific rule, which is tied to appointment power, voting rights, and (for non-corporate PSPs) ownership interest specifically. This is a narrow, specific rule tied to foreign-state involvement — it does not convert every shareholder change into a prescribed change, and it should not be read as a general foreign-investment screening regime.

Is There an Exception When the PSP Will Become Excluded From the RPAA?

Under subsection 24(3), the section 24(1) new-application requirement does not apply where the planned acquisition would result in the RPAA no longer applying to the PSP by virtue of the entity-based exclusions in sections 9 or 10 of the Act. This is a narrow exception, and it does not mean the PSP has no compliance obligations left. The Bank notes that the PSP would likely still have notification obligations under other RPAA provisions — including section 22 (significant change or new activity), and sections 59 and 60 (updating registration information) — so this exception removes the re-registration requirement specifically, not the PSP's broader duty to keep the Bank informed.

Who Files the New Application — Buyer or Target PSP?

The registered PSP being acquired submits the new section 24 application — not the buyer. The acquirer typically needs to supply the target with information about itself so the target can complete a form that accurately reflects the post-acquisition picture. Everything in the application should describe the PSP as it will exist after the acquisition — not from the acquirer's own perspective.

Does the Buyer Need Its Own Bank of Canada Registration?

Acquiring control of a PSP does not, by itself, make the buyer a registered PSP. But every individual or entity that independently performs retail payment activities must separately register under the RPAA. So if the buyer — or any other affiliated entity — will itself begin performing retail payment activities after closing, that entity needs to separately assess whether it now meets the registration criteria, and if so, apply in its own right, in addition to the target's section 24 re-registration.

The reverse scenario also matters: if the entity acquiring control of the target PSP is itself already a registered PSP, it does not need to submit a new section 24 application. Depending on the nature of the specific acquisition, other reporting duties can instead apply to the acquiring PSP — potentially updating its own registration information under sections 59 and 60 (organizational chart, affiliated entities, and other PSPs it now controls or is controlled by), reporting a significant change or new activity under section 22, and reflecting the acquisition in its next annual report. Whether each of these applies depends on the actual post-acquisition facts, not automatically on the acquisition itself.

Can the Acquisition Close Before the Bank Re-Registers the PSP?

Generally, no, where section 24 applies. The PSP must be re-registered under the new application before the acquisition of control is completed. If a PSP proceeds with the acquisition before re-registration is granted, it is operating without valid registration and is non-compliant with the RPAA's registration requirements — this is a bright-line rule, not a target for best efforts.

When Should the PSP Submit the Re-Registration Application?

The Bank does not prescribe a single universal filing date after signing or an LOI. The PSP needs two things in place before it applies: enough concrete information about the acquisition to complete the application accurately, and enough runway for the Bank's (and, where applicable, the Minister of Finance's) review to finish before closing. The Bank's own guidance gives two illustrative examples: after signing a non-binding letter of intent that already sets out the material terms of the transaction, or after signing purchase-and-sale documentation made conditional on receiving confirmation of re-registration. Neither is a mandatory trigger. The Bank has stated plainly that PSPs should not expect review timelines to be expedited just because they applied close to their intended closing date.

How Long Does the Bank's Review Take?

There is no fixed, universal approval timeline, and this article does not invent one. What the RPAA and RPAR specify are the maximum periods available at each stage — not an expected or typical processing time:

• The Bank has up to 45 days to decide whether to refuse an application, once the Bank considers the application complete (RPAA s.48(1)).
• The Minister of Finance then has up to 60 days after receiving the application from the Bank to decide whether to conduct a national security review, and may extend that decision period by one or more further 60-day periods (RPAA s.34(2); RPAR s.26(2)).
• If the Minister decides to proceed with a national security review, the review itself can take up to 180 days, and that period can also be extended by one or more further 180-day periods if the Minister considers it necessary.

These periods should not be added together to produce a standard or maximum deal timeline. The Minister's decision and review periods can each be extended more than once, and the time a particular re-registration actually takes depends on the completeness of the application, any information requests, and whether a national security review is undertaken at all. The practical point is to build regulatory review into the transaction timetable as a genuine variable, rather than assume a fixed closing window based on adding up statutory ceilings.

How National-Security Review Can Affect a PSP Acquisition

A new section 24 application gives the Minister of Finance a fresh opportunity to conduct a national security review, based specifically on the new ownership and control information the acquisition brings. Once the Bank considers the application complete, it shares the application with FINTRAC and the Department of Finance. The Minister's 60-day decision period determines only whether a review will happen at all; if the Minister decides to proceed, the separate 180-day review period then applies. Both stages sit on top of, not instead of, the Bank's own review — a PSP planning a foreign or otherwise sensitive acquisition should factor this in from the start rather than treat it as a residual risk.

What Must Be Updated in the New Registration Application?

The application has to be updated to reflect the PSP as it will exist after the acquisition — never from the acquirer's own perspective. Depending on the transaction, this can include the post-closing organizational structure and updated organizational chart; information on every entity that will control the PSP, or that the PSP will control, within the meaning of RPAR section 21; any changes to the payment functions the PSP performs; any changes to transaction values, volumes, or end-user funds held; and any changes to agents, mandataries, or affiliates that may perform retail payment functions on the PSP's behalf. The statutory basis for what an application must contain sits in subsection 29(1) of the RPAA and section 24 of the RPAR.

What Happens If the Deal Changes After the Application Is Submitted?

If the acquisition's material details change after the PSP has already submitted its section 24 application — new parties joining the deal, or a different post-closing corporate structure than what was originally filed — the PSP must amend the application, which can itself extend the Bank's review time. If material changes to the planned acquisition occur after re-registration has been granted but before the deal actually closes, the PSP still has to inform the Bank of those changes.

Does a PSP Acquisition Also Affect FINTRAC Registration?

Bank of Canada PSP registration and FINTRAC's MSB (or foreign MSB) registration are separate regimes — see our guide to MSB vs. PSP regulatory requirements in Canada for the broader perimeter — and re-registering with the Bank does not automatically update anything on the FINTRAC side. Many PSPs also meet FINTRAC's MSB definition, particularly where they conduct money transmission or foreign exchange dealing, and an acquisition or ownership/control change at the PSP can independently trigger FINTRAC update, registration, or compliance considerations. Not every PSP is an MSB, and the two analyses have to be run separately.

What Buyers Should Review Before Acquiring a Canadian PSP

Direct regulatory diligence

• Confirm the target's current status on the Bank of Canada's PSP registry, including the exact legal and trade names on file.
• Confirm the registered payment functions, and whether the deal contemplates any change to them.
• Identify the target's current agents and mandataries.
• Review the target's operational-risk management framework and safeguarding arrangements.
• Ask about incident history and any reports the target has made to the Bank.
• Ask specifically about any Notice of Violation, compliance order, or remediation plan — confirmed and current — affecting the target.
• Confirm the target's registration information is accurate and up to date, and identify any material change not yet reported to the Bank.
• Confirm the target's annual-report status under section 21 of the RPAA.
• Ask whether any Bank information request is currently outstanding.

Practical transaction diligence

• Map the intended post-closing ownership chart precisely enough to confirm exactly who is acquiring control, and whether that control is direct or indirect.
• Identify any intended changes to the business model, new affiliates, or new payment functions post-closing.
• Identify any changes planned to safeguarding accounts, third-party service providers, or the customer-funds architecture.
• Confirm closing conditions are actually drafted to require re-registration before closing, not merely reference RPAA compliance in general terms.
• Determine whether any buyer affiliate will independently begin performing retail payment activities, triggering a separate registration.
• Determine whether FINTRAC obligations are separately implicated by the change of control.

The PSP Connect Re-Registration Process

This section covers the administrative filing workflow only — see the transaction timeline below for how this fits into overall deal sequencing.

1. Log into PSP Connect and select the re-register option, specifying whether subsection 24(1) or 24(2) applies.
2. Provide information specific to the planned acquisition or prescribed change.
3. Update the registration application form to reflect the post-transaction PSP.
4. Pay the applicable registration application fee — the Bank will only begin assessing the application once the fee is paid in full. The fee is CPI-adjusted each year and published in the Bank's annual Fee Bulletin; confirm the current amount there rather than relying on an earlier figure.
5. Respond to any Bank requests for further information.
6. Receive the Bank's decision.
7. Notify the Bank that the acquisition has closed, within five business days, through PSP Connect.

While the review is underway, the PSP continues operating under its existing registration information.

A Practical RPAA Acquisition Timeline

This section covers deal sequencing, not the filing mechanics already described above.

1. Preliminary acquisition analysis — confirm whether the control threshold, or the state-owned-enterprise rule, is triggered.
2. LOI / transaction structuring, with material terms defined early enough to support a complete application.
3. Section 24 application submitted.
4. Bank and, where applicable, Minister of Finance review.
5. Re-registration decision.
6. Closing.
7. Post-closing compliance integration, including any separate FINTRAC or buyer-side registration steps.

PSP Acquisition Checklist Before Signing or Closing

• Is the target currently registered, and is that registration information accurate today?
• Does the transaction cross the RPAR one-third control threshold for a corporation, or the equivalent test for the target's actual legal structure?
• Is control being acquired indirectly, through a parent or holding entity?
• Is the buyer, or anyone in its ownership chain, a state-owned enterprise under the Investment Canada Act definition?
• Will the target remain within RPAA scope after closing, or does the section 24(3) exclusion potentially apply?
• Has the target begun preparing its section 24 application, and does it reflect the actual post-closing structure?
• Are closing conditions specifically tied to receipt of re-registration, not just general regulatory compliance?
• Will any buyer affiliate independently begin performing retail payment activities after closing?
• Are separate FINTRAC obligations implicated by this change of control?
• Has the deal timeline built in room for the Bank's and the Minister's review periods, rather than assuming an expedited process?

Frequently Asked Questions

Does buying less than one-third of a PSP avoid the RPAA change-of-control rules?

‍Not necessarily. The one-third threshold is the standard test for direct control of a corporate PSP, but affiliate aggregation, indirect control through a parent entity, and the state-owned-enterprise rule (which has no lower bound for the specific powers it covers) can each independently trigger a re-registration requirement even where a direct stake stays below one-third. The answer genuinely depends on legal structure and the full ownership chain.

What happens if the Bank does not re-register the PSP before the planned closing date?

‍The acquisition cannot proceed in compliance with the RPAA until the required re-registration is actually in place — the Bank is not obliged to accommodate a party's desired closing date, and it has said applicants should not expect expedited review simply because they filed close to their intended closing. If the Bank refuses the new application, the PSP remains registered under its existing information and may keep performing retail payment activities under that registration, but the Bank will not re-register it under the new acquisition-related information, and proceeding with the acquisition regardless would leave the PSP operating without valid registration. In practice, this generally means the transaction timeline needs to flex around the regulatory review, rather than the review being compressed to fit a fixed closing date.