Is the Commercial Agent Exclusion a Free Pass for EU Payment Firms?

Alejandro Martínez · 2026-07-22

The commercial agent exclusion has long occupied an uneasy position in EU payments regulation. It was designed as a narrow carve-out for genuine sales intermediaries, but over time, it's become a vehicle for structures that regulators see as dodging licensing requirements. This tension isn't new—it predates PSD3 and is now being tackled directly through the upcoming Payment Services Regulation (PSR). Think of it like this: a rule meant to help small-time agents sell products without a full banking license has turned into a loophole for bigger players. Regulators are finally taking notice, and the PSR aims to close that gap. But what does this mean for you if you're working in payments or fintech in the United States? ### The Original Intent of the Exclusion The commercial agent exclusion was created with a simple idea in mind: if a company acts purely as a middleman for buying or selling goods, it shouldn't need a full payment license. These agents don't hold customer funds or take on risk—they just facilitate transactions. That's the theory, anyway. In practice, though, the line got blurry. Companies started structuring themselves as commercial agents to avoid regulation, even when their activities looked a lot like payment processing. Regulators in the EU noticed this trend and began questioning whether the exclusion was being abused. ### Why Regulators Are Cracking Down Here's the thing: the commercial agent exclusion was never meant to be a free pass. Yet, some firms have used it to operate without oversight, creating risks for consumers and the system itself. The PSR is designed to address this by tightening the rules and making it harder to claim the exclusion unless you truly meet the criteria. - **Clearer definitions**: The PSR will specify what counts as a genuine commercial agent. - **Stricter oversight**: Regulators will have more power to investigate claims. - **No more gray areas**: Activities that look like payment processing will likely require a license. This shift matters for US-based professionals because EU regulations often influence global standards. If you're building cross-border payment solutions, you'll want to stay ahead of these changes. ### What This Means for Your Business If you're relying on the commercial agent exclusion to avoid licensing, it's time to reassess. The PSR isn't just a tweak—it's a fundamental rethink of how payment services are regulated in the EU. Here are a few steps you can take: 1. **Audit your structure**: Review whether your operations genuinely qualify as commercial agency. 2. **Plan for compliance**: Start preparing for the PSR's requirements, even if they're not yet in force. 3. **Consult experts**: Work with legal advisors who specialize in EU payments regulation. Ignoring these changes could leave you exposed to fines or forced restructuring down the line. ### The Bigger Picture The commercial agent exclusion isn't going away entirely—but it's being refined. Regulators want to preserve the carve-out for true intermediaries while preventing abuse. This is a balancing act that affects everyone from small startups to large fintechs. > "The PSR represents a shift from trust-but-verify to verify-first-then-trust," says one industry observer. It's a sentiment that captures the mood in Brussels right now. For US professionals, this is a reminder that regulatory landscapes evolve. Staying informed and adaptable is key to navigating these changes successfully. ### Final Thoughts The commercial agent exclusion was never meant to be a loophole, but that's what it became. The PSR aims to restore its original purpose, and that's a good thing for the payments ecosystem. Whether you're a compliance officer, a founder, or just someone watching the space, this is a trend worth following. Keep an eye on how the PSR unfolds—it could reshape how payment services are delivered across the Atlantic.