Asset vs Share Deal in iGaming: What Happens to the Licence

The short answer

In an asset deal the buyer purchases specific assets, such as domains, content, the player database and contracts, and the selling company stays with the seller. In a share deal the buyer purchases the company that owns the business, together with everything inside it, including its licence and its history.

For iGaming the structure is usually decided by the licence. Affiliate sites and white-label brands are almost always sold as asset deals, because there is no licence to transfer. A licensed operator is usually sold as a share deal, because a licence belongs to the company that holds it and generally cannot be moved to another company. That share deal will normally need the regulator’s approval of the new owners.

The US term for a share deal is a stock sale. The mechanics below are the same; the vocabulary is not.

The two structures compared

What happens to the licence

The first question on any operator sale is who holds the licence. The answer decides the structure, the timeline and which buyers can take part.

Own licence.

Most regulators tie a licence to a specific legal entity and to fit-and-proper owners. A change of control normally needs approval, either before completion or within a set period afterwards. If the new owners are not approved, the licence can be suspended or revoked. That is why share deals on licensed operators are usually signed first and completed only once approval arrives.

White label.

The seller owns the brand, the domain and (subject to the contract) the player relationship, but not the licence. The deal is effectively an assignment of the white-label agreement. Read its assignment, change-of-control and termination clauses before marketing the business, because the provider can often say no.

Sub-licence.

Arrangements of this kind were common under the old Curaçao master licence system, which the 2023 LOK regime has been replacing with direct licences. Check which regime the licence sits under today, as that changes who must approve the sale.

Licensing rules differ by jurisdiction and change often. Treat this as the commercial picture, and confirm the current requirements with the regulator or local counsel before agreeing a structure.

Asset deals: affiliate sites and brands

Most affiliate sites are sold as asset deals, often between individuals or small companies. The buyer wants the site, not the seller’s company, its tax history or its other projects. The work is in listing every asset precisely and moving each one cleanly.

A typical asset schedule for an affiliate site covers:

• Domains, with registrar push or transfer codes
• The site files and database, or the hosting account
• Content, images and any licences for paid assets
• Search Console, Analytics and other tracking properties
• Affiliate programme accounts or, where programmes will not transfer them, the process for re-linking traffic to new accounts
• Email lists and social accounts, subject to valid consents
• Brand trademarks, if registered

The weak point is the affiliate programme accounts. Some operators transfer an account to a new owner; others require a new account. Revenue-share players tracked to the old account may stay with the seller unless the programme agrees otherwise. That changes what the buyer is really paying for, so it should be confirmed with each programme before the LOI.

White-label casino brands follow the same logic. The asset list adds the player database, the white-label contract and any brand-owned marketing accounts. The provider’s consent is the condition the whole deal depends on.

Share deals: licensed operators

A share deal keeps the licence, the PSP accounts and the contracts inside the company, so the business can keep trading through the sale. The price of that continuity is that the buyer inherits everything the company has done, and the regulator gets a say.

The usual sequence on a licensed operator:

1. LOI and diligence. Diligence goes deeper than in an asset deal: corporate records, tax filings, regulator correspondence and compliance history all matter, because they come with the company.
2. Sign the share purchase agreement. Completion is made conditional on regulatory approval, with a long-stop date after which either side can walk away if approval has not arrived.
3. Regulatory filing. The new owners submit their ownership and fit-and-proper information. Expect source-of-funds checks on the buyer and its ultimate beneficial owners.
4. Interim period. The seller runs the business in the ordinary course and agrees not to make major changes without the buyer’s consent.
5. Completion. Shares transfer, the purchase price is paid (often partly into escrow), and board and signatory changes are made.

Notify PSPs, game providers and the platform in good time as well. Their contracts may carry change-of-control clauses even when the licence approval is straightforward.

Because historic liabilities stay in the company, the share purchase agreement carries more protection for the buyer: warranties on tax, compliance and accounts, specific indemnities for known issues, and part of the price held in escrow for a set period.

Hybrid routes: hive-downs and partial sales

Some sellers own several brands, or a licensed company that also does unrelated work. Selling the whole company would hand the buyer things it does not want; selling only assets would leave the licence behind.

The usual answer is a hive-down. The business being sold is moved into a new subsidiary first, and the buyer then purchases the shares of that subsidiary. It gives the buyer a clean company. Whether the licence can follow depends on the regulator: in many jurisdictions it cannot simply be moved to the new entity, and a fresh application is needed. Check this before planning the route around it.

Partial sales are a third option: the buyer takes a stake in the company rather than all of it. Regulators typically look at changes above certain ownership thresholds, so even a minority stake can trigger an approval process. Partial sales also need a shareholders’ agreement covering control, dividends, exit rights and what happens if the partners disagree.

How the structure moves price, tax and protections

Price.

A clean, transferable licence is worth paying for. A buyer who would otherwise wait months for its own licence will usually pay more for a share deal that keeps trading. In an asset deal of an operator brand, the buyer prices in the cost and delay of re-licensing and re-onboarding with PSPs, and the revenue that may be lost in the gap.

Tax.

Sellers often prefer a share deal, because the sale may be taxed as a gain on shares. Buyers often prefer an asset deal, because they start with a fresh cost base and leave historic tax exposure behind. The outcome depends on the jurisdictions of the seller, the buyer and the company, so both sides need a tax adviser before the LOI fixes the structure.

Protections.

The more history the buyer inherits, the more protection it will ask for. Expect a share deal to carry wider warranties, specific indemnities and a larger or longer escrow. An asset deal can be lighter, with protection focused on title to the assets and the accuracy of the traffic and revenue figures.

Speed.

Affiliate asset deals can close within days of agreeing the price, once the asset transfers are lined up. Licensed share deals run at the regulator’s pace, which is outside either party’s control and should be built into the timetable from the start.

How to choose: questions to answer before the LOI

The structure belongs in the LOI, because it changes the price, the timetable and the purchase agreement. Settle these points first:

1. Who holds the licence, and does the buyer need it, or does it already hold one of its own?
2. If it is a share deal, what does the regulator require on a change of control, and how long does approval realistically take?
3. Can each PSP account, platform contract, game provider agreement and affiliate programme account move to the buyer, and on what conditions?
4. What historic exposure sits in the company (tax, regulatory, player disputes), and is the buyer willing to take it on?
5. Does the company hold anything that is not part of the sale, which would need to be removed or hived down first?
6. What do the seller’s and buyer’s tax advisers say about each route?

If the answers point both ways, the licence usually decides. A buyer that already holds a licence in the target market can often take an asset deal and move the players onto its own platform. A buyer without one will want the company.

A good CIM states the recommended structure and the reasons for it, so every buyer bids on the same basis. If you are unsure which route fits your business, start with a valuation: price and structure are best settled together.

FAQ

Does an online casino licence transfer when the business is sold?

In a share deal, the licence stays with the company being sold, so it continues, usually subject to the regulator approving the new owners. In an asset deal, it stays with the seller’s company and does not pass to the buyer.

Is an affiliate site sold as an asset deal or a share deal?

Almost always as an asset deal. There is no licence involved, and buyers prefer to acquire the domains, content and accounts without the seller’s company and its history.

Can I sell a white-label casino?

Yes. You sell the brand, the domain, the player relationship and your position in the white-label contract. The white-label provider usually has to agree to the new owner, so check the contract first.

What is the difference between a share deal and a stock sale?

None in substance. “Stock sale” is the US term; “share deal” or “share sale” is used in the UK and most of Europe.

Who carries the old liabilities in a share deal?

The company keeps them, so the buyer effectively takes them on. The buyer protects itself through diligence, warranties, specific indemnities and part of the price held in escrow.

Do PSP accounts transfer to the buyer?

In an asset deal, the buyer usually has to onboard as a new merchant. In a share deal the accounts stay with the company, but PSPs may review them after the change of ownership. Raise it with each PSP early.