Buying a Curaçao Casino: The Change-of-Control Steps That Set Your Closing Date

A Curaçao casino is often the first operator a buyer can afford. Asking prices are lower than for MGA or UKGC assets, and the deal usually looks simple: buy the shares of the licensed company and take over.

Since the LOK came into force, that picture has been out of date. The regulator now sits between signing and closing, and its guideline gives no processing time. Buyers who plan around a fixed closing date, or who assume they can move the casino to their own platform straight away, tend to find this out late in the deal.

This guide walks through the path from LOI to closing, and shows where a Curaçao deal usually gains or loses time.

Can you buy a Curaçao casino?

Yes, but a share sale cannot complete until the Curaçao Gaming Authority has approved the new owners in writing. The CGA’s change of control guideline applies to any addition or change in the ownership and control of a licensed company.

Three things set your closing date:

• How quickly your owners can produce a clean file. Every proposed UBO, qualified interest holder and statutory director needs personal documents, and most must be less than six months old.
• How long the CGA takes. The guideline states no timeframe, and due diligence only begins once the invoice is paid.
• Whether you plan to change the business. If the new owner comes with a new business plan or platform, a new application is required.

That third point changes the most deals. We cover it in detail below.

How Curaçao licensing works now

When you buy a Curaçao casino, you are normally buying the company that holds the licence. No licence moves anywhere. What changes is who owns and controls the licence holder, and the CGA has to approve that.

The National Ordinance on Games of Chance, or LOK, took effect on 24 December 2024. It replaced the Gaming Control Board with the Curaçao Gaming Authority and ended the old master licence and sub-licence model. Operators now hold their own B2C licence, and suppliers hold a B2B licence or a certificate.

The definitive licence is open-ended, subject to compliance and fees. The ongoing cost for a B2C licence is €22,960 a year to the CGA and €24,490 to the National Treasury, or €47,450 in total, and these amounts can be adjusted for inflation.

Check what the seller actually holds

The first question in any Curaçao deal is what the target’s licence status really is. Sellers and listings often just say “Curaçao licensed”, which can mean several very different things.

The CGA tells the public to use the licence registry on cga.cw, so start there, but do not stop there. In 2025 the register dropped companies that had been shown as revoked, without explanation. A missing name tells you very little, and a listed name does not tell you the licence is in good order. Ask for the latest compliance checklist as well, and check that the register is up to date, because the CGA has been rebuilding its systems.

Who the CGA needs to approve

The CGA looks at every proposed UBO and qualified interest holder, and statutory directors must file personal documents too. The guideline takes its definitions from Article 1.1 of the LOK. Helix Partners, in its Legal 500 guide, describes a qualified interest as at least 10% of issued capital or voting rights, or comparable control. Those people face KYC, fit-and-proper and source of wealth checks.

This catches more people than many buyers expect:

• Investors behind an SPV. The checks look through the holding structure to the people at the top.
• Co-investors. A partner with 10% or more is in scope, and the guideline asks for source of wealth from everyone expected to fund the business.
• A seller who keeps a stake. If the founder rolls over 10% or more, that holding is part of the new structure you have to file.
• Later tranches. Staged purchases and call options can trigger a fresh filing when a new person crosses the line. Plan them into the SPA from day one.

What goes in the file

The CGA guideline (version 1.1, June 2025) sets out two sets of documents. The CGA can ask for more at any stage.

Proof of address, the criminal records check and the source of wealth evidence must be no older than six months, and must be certified in line with CGA guidelines. Source of wealth takes the longest in practice, because it often relies on tax returns, sale agreements or bank records that are slow to gather. If a deal drags on, those documents can go stale while you wait, so do not collect them too early either.

What it costs

The regulator’s fees are small. The guideline sets out these charges, and the Legal 500 guide quotes €128 for a change in UBO or qualified interest holder, so confirm the current figure when you file.

Your real costs are legal fees and time, because the guideline states no processing period. Due diligence starts only after the invoice has been paid.

What to check before you sign an LOI

Spend your first week on the issues that can kill the deal, before you pay for full due diligence. A share deal means you inherit the company’s history along with its licence, so these checks shape both the price and whether you proceed at all.

KYC deserves real attention. In 2025, Curaçao’s prosecutors reached settlements with operators over identity checks, after finding players could deposit and bet without being verified. Ask for sample files, because a written policy proves very little.

Four dates to put in your model

The CGA has several requirements phasing in now, and a buyer signing today inherits all of them.

For a crypto-heavy casino, the wallet rules can change how the business runs. If treasury sits in a founder’s personal wallet, that has to change, because the guidelines state that “personal or UBO-linked wallets are banned”. Find out where the money sits before you price the deal.

Local substance can change your profit forecast

This is the cost most buyers leave out, and for a small operator it can be a meaningful share of profit. The CGA’s local substance policy requires a dedicated office in Curaçao and, for the first four years after the LOK took effect, at least one full-time Key Person in addition to the local managing director. From year five, the number rises to three. The clock runs from the LOK, not from the licence date, and enforcement has been postponed until 1 April 2027.

Smaller operators can apply for an exemption. The conditions include:

• The company was incorporated within the year before applying.
• GGR stays below XCG 20m, about €10m, before licensing and for three years after.
• No UBO is, or was in the previous two years, a UBO of another online gambling business.
• The company files audited financial statements every six months.

That third condition matters to anyone who already owns a casino. The policy does not say what happens to an existing exemption when a new UBO arrives, but it does say the standard obligations apply once a holder no longer qualifies. If the target relies on this exemption and you own another gambling business, get legal advice on this point before you agree a price.

From LOI to closing, step by step

Treat CGA approval as its own workstream that starts early, and do not let it become the last thing on the list. Here is the order we would follow.

1. Agree the LOI. Include the price, the structure, exclusivity and a clear statement that closing depends on CGA approval. State your plans for the platform and the business, because they decide your route (see below).
2. Run confirmatory due diligence. Use the checks above, then reconcile GGR and NGR to platform reports and bank statements.
3. Map your filing. List every UBO, qualified interest holder and statutory director after closing. Do this before you finish the holding structure, because each extra layer or investor adds to the file.
4. Start gathering personal documents. Begin source of wealth work now. Time the dated documents so they are less than six months old when the CGA reviews them.
5. Draft the SPA and the share transfer agreement. The CGA asks for draft documents, so you do not have to wait for final signed versions before preparing the filing. Your lawyer should advise on the best moment to submit.
6. Submit the request. Include the corporate documents, the personal files and the new structure chart. Check first how the CGA is taking filings, because it replaced its portal in October 2026.
7. Pay the invoice. Due diligence starts only once it is paid, so assign someone to make sure this happens the same day.
8. Answer the CGA’s questions quickly. The CGA can ask for more at any stage, and slow replies cost you time twice over.
9. Receive the written decision. Nothing moves until the CGA has made an official decision and formally approved the request in writing.
10. Close. Transfer the shares, update the share ledger, release the funds and change the directors and signatories as approved.
11. Handle post-closing filings. Your local advisers should update corporate and UBO records, and you should check portal details, bank mandates and the Key Person list.

How long should you allow?

The CGA publishes no timeframe, so nobody can promise you a date. Our median from signed mandate to close is 90 days across all asset types, and our fastest is 13, but neither figure is a Curaçao benchmark.

We have found no published figure for a change of control, so the closest guide is the new licence process. That process has two phases of eight weeks each, with a possible four-week extension, and the first phase covers UBOs and key persons. These periods apply to new applications, but they are the best reference available.

On that basis, we would allow 8 to 12 weeks from a complete, paid filing for a straightforward change of owners. We would then set the long stop date about six months after filing, with a right to extend. This is our planning estimate, not a CGA commitment.

Two things are most likely to push that out:

• Source of wealth. One licensing adviser says the CGA often asks for more source-of-funds documents, which stretches timelines. Another calls incomplete submissions the most common cause of delay.
• The CGA’s portal change. The CGA found a breach of its licensing portal on 17 September 2026, took it offline and ended its provider’s regulatory services. A temporary portal was due in October, with a new in-house system to follow. Existing licences remain valid, but the reports we have seen do not explain how pending filings are being handled. Before you file, ask the CGA or your local counsel how submissions currently work.

Do not plan any other deal, migration or financing around a fixed closing date until you have that written decision. The elements you control are the completeness of your file, the speed of your replies and whether your plans trigger a new application.

What to put in the SPA

Your SPA has to cope with an approval that has no published deadline. That means making CGA approval a condition, setting a long stop date with room in it, and agreeing now who bears the cost if approval never comes. These are commercial pointers, and your lawyer should draft the actual terms.

The CGA’s wind-down rules show why player claims deserve this attention. Operators have to settle outstanding player claims and other liabilities even after a wind-down ends, and the CGA says it will pursue unpaid debts. In a share deal, those obligations remain with the company you now own.

Do not act like the owner before approval

The guideline says acting before approval “may constitute a breach of regulatory requirements” under the LOK. Buyers can drift over that line without meaning to.

Before the CGA’s decision, avoid transferring shares, taking board seats or running the business through instructions from your team. Do not use a nominee or side letter to give yourself control in the meantime, either. That puts the very approval you are waiting for at risk. Paying funds into escrow is normally fine, and agreed consent rights in the SPA are normal, but have your lawyer check the line for your deal.

The migration trap: changing the platform or business plan

If a change in UBO or qualified interest holder comes with a change in business plan or platform, the CGA requires a new application. This is the rule most likely to catch out a strategic buyer.

The guideline’s wording is short, and it says the application “should be submitted to the CGA for proper license evaluation”. For the many buyers who plan to move a casino onto their own platform, a simple ownership change may therefore not be the right route.

Consider a typical example. A group with its own platform buys a Curaçao casino to add players and a brand. Its model assumes it will migrate within weeks and save on platform fees. If that plan is part of the deal, it has to allow for a new application, and the synergy arrives later than the spreadsheet says.

The guideline does not define “business plan” or say how far a plan has to change. Moving into new markets, adding a sportsbook or changing the payment model may or may not count, so ask your lawyer to test your plan against the CGA’s position before you sign.

You have three broad routes:

Whichever route you choose, be straight with the regulator. Legal 500’s guide says material changes in operations or corporate structure must be pre-approved. If you describe the deal as an ownership change while planning an immediate migration, you put your own fit-and-proper standing at risk, and you may need to work with this regulator for years.

Keeping the business healthy before closing

A long gap between signing and closing brings commercial risks too. The seller’s attention fades, staff begin to worry about their jobs, and marketing can quietly slow down.

Three things help:

• Monthly reporting. Ask for the same core metrics each month, including deposits, NGR, bonus cost and withdrawals.
• Retention. Agree bonuses or new terms for the people who run payments, compliance and VIP accounts. Your local managing director and Key Persons matter most, because changes to these roles also need CGA attention.
• An agreed marketing floor. Set a minimum spend, so that the seller does not improve short-term profit at the expense of the player base you are paying for.

Frequently asked questions

Is a Curaçao gaming licence transferable?

In practice, buyers acquire the company that holds the licence, and the licence stays where it is. The CGA’s guideline deals with changes in the ownership and control of a licence holder, and it requires written approval before the transaction completes. It does not set out a route for moving a licence from one company to another.

How long does CGA change of control approval take?

The CGA’s guideline gives no timeframe. Due diligence begins once the invoice has been paid, and the CGA can ask for more documents at any stage. New licence phases are described as eight weeks each, with a possible four-week extension. As a working assumption, allow 8 to 12 weeks from a complete, paid filing, add contingency, and do not rely on a fixed closing date.

How much does a Curaçao change of control cost?

The guideline lists €150 per person for a change in UBO, €150 per person for a change in qualified interest holder on a B2C licence, and €128 on a B2B licence. Exchange-listed UBOs cost €2,551 each. Legal fees and the time spent gathering documents will cost far more.

Can I buy a company with a pending Curaçao licence application?

The CGA has said changes of control are only permitted for existing licence holders. It will not accept or process them for an entity whose application is still in progress. The seller would need to finish licensing first, or you would need a different structure, such as an asset deal.

Do I need approval for a stake below 10%?

Possibly not, but check it first. A qualified interest is generally described as at least 10% of capital or voting rights, or comparable control. A smaller stake with special rights, or a person who counts as a UBO, could still fall in scope, and statutory directors must file personal documents too.

Can I move a Curaçao casino to my own platform after buying it?

Not as a simple ownership change. If the change in owner comes with a new platform or business plan, the CGA requires a new application. Plan that into your timetable and your synergy case.

When does the local substance requirement apply?

The CGA has said licensees will not have to meet it before 1 April 2027. Licence holders then need a dedicated office and at least one full-time Key Person besides the local managing director, unless they hold an exemption.

Plan the closing before you agree the price

The fees for a Curaçao change of control are small, which makes the process easy to underestimate. In practice, it decides when you get the business, whether your synergies arrive on time and how long your money sits in escrow.

Before you make an offer, get three answers on paper: what licence the target really holds, who will have to file with the CGA, and whether your plans for the business trigger a new application.

CasinosBroker is an iGaming M&A advisory firm. Since 2021 we have taken 110+ mandates and closed 52 transactions, and we work with a network of 1,000+ qualified buyers. If you are looking to buy a Curaçao casino, browse our current Curaçao listings or email gabriel@casinosbroker.com.

This article is general information and is not legal, tax or financial advice. CGA rules were checked on 5 November 2026 and can change, so have a Curaçao-qualified lawyer confirm the current position before relying on them.