Proprietary Payment Institution or White-Label Partnership? Mapping the Regulatory Path of Embedded Finance

The advance of embedded finance It brought payments to the center of the strategy of companies that until recently did not see themselves as participants in the financial system. Retailers, marketplaces, Platforms and service providers have begun to seek to offer accounts, digital wallets, cards, and transaction settlement within the customer journey itself. Before any such project, a question arises that is both legal and strategic: whether it is worthwhile to establish a Payment Institution authorized by the Central Bank or to operate through a partner in a model... white-label.

The Legal Framework of the Self-Employed Payment Institution

Those who choose to establish their own institution fall under the regime of Law No. 12,865/2013, which governs payment institutions, and the regulations of the Central Bank, especially BCB Resolution 80/2021, which governs the modes of operation and covers everything from the issuance of electronic money and post-paid payment instruments to the accreditation and initiation of payment transactions. Authorizing a payment institution means assuming capital requirements, setting up a structure to prevent money laundering and the financing of terrorism, organizing governance and internal controls, and providing periodic information to the regulator, not to mention the time the authorization process itself demands and the organizational maturity it presupposes.

The Thresholds for Exemption from Authorization

However, not every operation requires prior authorization, since the regulatory framework allows for exemption thresholds that permit operating below certain transaction volumes and electronic currency in circulation, with the obligation to request authorization as soon as these levels are exceeded. This design allows for testing the model before assuming the full regulatory cost, but ignoring the limits is a compliance risk that should not be underestimated.

The White-Label Model (Banking as a Service)

The path to partnership in a model white-label, also known as Banking as a Service, This reverses that logic, because the company offers the experience under its own brand, while the license, the regulated infrastructure, and a large part of the... compliance They remain with the partner institution. Speed is gained and initial costs are reduced, but the price appears in the dependence on the partner, in the margin that becomes shared, in the less freedom to customize the product, and in the indirect exposure to the regulatory performance of a third party.

Therefore, the decision should not be treated as binary or permanent. What truly matters is the projected scale, how central the payment is to the business model, the company's appetite for regulatory costs, and the return horizon it has in mind. When the payment is secondary, the white-label It is usually the most efficient alternative, whereas when it becomes the core of the value proposition and focuses on margin, data, and relationships, the institution itself begins to justify the investment.

It is no coincidence that many projects are born in white-label To validate demand, they migrate to their own structure as volume grows. It is up to the legal counsel to design this trajectory clearly, mapping the regulatory framework, sizing obligations, negotiating the contract with the partner with special attention to exit and portability clauses, and preparing the transition so that it does not interrupt operations, since the right choice is always the one that accompanies the maturity of the business.

Article prepared by: Antonio Mazzucco, Marina Moreno and Paula Suraci.