Money Transmitter & MSB Legal Opinion Letters
Your bank, payment processor, investor, or business partner has asked whether your company is a money transmitter.
Hodder Law prepares written legal opinions analyzing whether fintech, payments, Bitcoin, cryptocurrency, and digital asset business models require federal FinCEN registration as a Money Services Business (MSB) or state money transmitter licensing (MTL).
Our analysis focuses on how your business actually operates, particularly who receives money or digital assets, who controls them, and where value moves during a transaction.
Request a Legal Opinion from Hodder Law
Common Reasons Clients Need an Opinion
Companies often seek a money transmitter legal opinion when:
- A bank or payment processor requests one during onboarding
- An investor or acquirer needs regulatory due diligence
- A new product or payment flow is being launched
- The company needs to determine which state licenses are required
- The business involves cryptocurrency, stablecoins, or fiat payments
- The company operates an OTC or digital asset exchange model
- The business facilitates payments between customers and third parties
- An agent-of-payee or other exemption may apply
What We Review
Money transmitter analysis depends heavily on the actual flow of funds, not simply how a company describes its product.
Our review generally follows:
We determine who sends and receives value, whether the company takes possession or control of customer funds or digital assets, what role third-party providers play, and which federal and state laws apply.
Where helpful, we can also prepare a funds-flow diagram illustrating the transaction.
Federal MSB & FinCEN Analysis
At the federal level, we analyze whether the company’s activities constitute money transmission or another regulated MSB activity under the Bank Secrecy Act and FinCEN regulations, including 31 C.F.R. § 1010.100(ff).
For cryptocurrency and digital asset businesses, we also consider applicable FinCEN guidance concerning convertible virtual currency.
Our opinion addresses whether FinCEN MSB registration appears to be required based on the company’s specific business model.
State Money Transmitter Licensing Analysis
FinCEN registration and state money transmitter licensing are separate questions.
For state-law opinions, Hodder Law analyzes the laws of the requested jurisdiction or jurisdictions, including applicable definitions, exemptions, exclusions, and regulatory guidance.
This may include analysis of:
- Money transmission
- Virtual currency and digital assets
- Payment processing
- Agent-of-payee structures
- Custody or control of customer funds
- Interstate and cross-border transactions
We can provide an opinion for a single state or multiple jurisdictions, depending on the scope of the engagement.
Business Models We Analyze
Hodder Law advises businesses involving:
- Bitcoin and cryptocurrency
- Stablecoin payments and settlement
- OTC digital asset trading
- Cryptocurrency exchanges
- Fiat-to-crypto and crypto-to-fiat transactions
- Payment processing and facilitation
- Cross-border payments and remittances
- Digital wallets and non-custodial platforms
- Marketplace payments
- Bitcoin ATMs and kiosks
- Other fintech and payment products
Novel business models are welcome. The purpose of the opinion is to determine how existing law applies to the actual transaction structure.
Money Transmitter Legal Opinion Options
Regulatory Classification Memorandum
Starting at $5,000
Written legal analysis for companies that need to determine whether federal MSB registration or state money transmitter licensing appears to be required.
Best for: product launches, internal regulatory planning, licensing strategy, new transaction flows, and expansion into new states.
Third-Party Legal Opinion
Starting at $7,500
A formal signed legal opinion prepared in connection with a request from a bank, payment processor, investor, acquirer, or other commercial counterparty.
Best for: bank onboarding, processor diligence, investment or acquisition diligence, and other third-party regulatory requests.
Fees vary depending on the complexity of the business model, number of jurisdictions, and scope of the requested opinion.
What You Receive
Depending on the engagement, your legal opinion may include:
- Business and transaction-flow analysis
- Funds-flow diagram
- Federal FinCEN/MSB analysis
- State money transmitter licensing analysis
- Applicable exemptions or exclusions
- Supporting statutes, regulations, and regulatory guidance
- Clear legal conclusions, assumptions, and qualifications
Frequently Asked Questions
Does FinCEN registration mean I need state money transmitter licenses?
Not necessarily. Federal MSB registration and state money transmitter licensing are separate regulatory frameworks and should be analyzed independently.
Can you provide an opinion for just one state?
Yes. We can analyze a single state or multiple jurisdictions depending on your business needs.
Can you review a request from our bank or payment processor?
Yes. If a bank, processor, investor, or other counterparty has provided specific questions or requirements, we can use those requirements to define the scope of the opinion.
Can you analyze a business before it launches?
Yes. Reviewing the transaction structure before launch can identify potential licensing issues while there is still an opportunity to modify the business or funds flow.
Get Clarity on Your Money Transmitter Licensing Requirements
Whether you are responding to a bank, preparing to launch a product, or determining where your business needs licenses, Hodder Law can analyze your transaction structure and provide a clear written regulatory position.
Request a Money Transmitter Legal Opinion from Hodder Law
This page is provided for general informational purposes only and does not constitute legal advice. Whether a business must register as an MSB or obtain state money transmitter licenses depends on its specific facts, transaction structure, jurisdictions, and applicable law.