Two products, one licensed operator
Software money and rake money sit in separate entities. This is where each piece lives.
Structure
Parent holds the software. Rake sits in licensed sister entities.
Open →World map
– jurisdictions, sorted for real-money poker and for the free app.
Open →United States
Nine states legal, six sharing one pool, sweepstakes contracting.
Open →Licences
Isle of Man against Malta, Ontario and the budget jurisdictions.
Open →The investor-held company never earns rake.
Ollinlabs Inc. holds the software, the engine IP and the brand, and licenses them to licensed gaming entities under common control. Rake sits in the gaming entities and does not consolidate into the parent, which is what keeps exclusion-bound funds able to hold the cap table.
Ollinlabs Inc.
- Free-to-play Ollin app
- Coaching SaaS subscriptions
- Ollin Solver engine IP, brand, player funnel
- Revenue: software and subscription only
Arm's length, backed by a transfer-pricing memo. Any B2B critical-gaming-supply licence sits on the gaming side, never in the parent.
Ollin Gaming (IoM) Ltd
OGRA B2C licence, international liquidity, holds 100% of rake. Two resident directors, resident Designated Official, on-island player and gameplay servers.
Ollin Gaming (Malta) Ltd
MGA Type 3 for EU and EEA players, pooling inside the EU and treaty markets. Same ownership logic as the Isle of Man entity.
What each kind of investor can hold
Invests at the parent as-is and holds everything the tables earn, exactly like a Flutter shareholder. No structural work needed.
Funds with DFI limited partners. Holdable only with three clauses: consent right before any real-money launch, redemption or put at licensure, and a sister-entity and royalty covenant.
Trigger: IFC 20% of investee revenue with 5% portfolio exposure; the EDFI member's own "substantial part" standard.
Not resolvable by structure. If a fund cannot hold a company whose group earns rake anywhere, it is not an investor in this company.
Sequence
- Now · Sep–Dec 2026Incorporate the Delaware parent as a pure software company. No licence line in the seed.
- Before the term sheetConsent, redemption and sister-entity clauses in the SHA, plus a transfer-pricing memo on the royalty range.
- 2026–27FEMA ODI filing for the founders. Written MGA and GSC rulings on intra-group engine supply.
- 2027Isle of Man file prep: GBP 5,250 application, GBP 36,750 annual, resident directors, on-island servers.
- 2028OGRA licence granted, first real-money tables on international liquidity.
- 2028+Malta Type 3 for the EU. US real money only through a licensed path, never the skill or sweepstakes route.
Where each product is legal, country by country.
Start with the free-to-play app and coaching subscription, which is what ships first and is legal almost everywhere. Switch to the real-money layer for the poker-specific licensing picture. Click a country for its regulator, law, liquidity model and tax basis; ringed dots are the small licensing jurisdictions.
– of the – countries shown are classified from framework-level knowledge and still owe a poker-specific primary source. Confidence is shown on every country in the panel; nothing marked likely or pending should be quoted in a room.
Three separate legal models, fifty-one answers each.
Licensed poker, sweepstakes poker and skill-contest poker are governed differently in every state. Switch the layer, then click a state. Mint-ringed tiles share the MSIGA liquidity pool.
Federal position: United States v. DiCristina (2d Cir. 2013) means there is no federal skill safe harbour; skill or chance is decided state by state. Kater v. Churchill Downs (9th Cir. 2018) held virtual chips in a free-to-play social casino to be things of value under Washington law.
Pure Poker: the unlicensed US route, and why we are not taking it.
Pure Poker is the only funded company running real-money peer-to-peer poker in the US today without a gaming licence. It reaches US players years before we could. It is also the clearest illustration of the exposure a licensed structure is designed to avoid, so it is worth reading in full.
The model
Where it breaks
- No federal skill safe harbour. DiCristina won at district level in 2012 and was reversed by the Second Circuit in 2013, so skill or chance is decided state by state.
- Poker is chance in some states. Joker Club v. Hardin (North Carolina) and several "any chance" statutes read it that way.
- Monetising around the pot is untested. Most social-gambling exemptions require that nobody profit from the gaming activity in any capacity; selling passes and cosmetics on top of it is an AG's reading away from profit.
- Kater-style class actions. The Ninth Circuit held virtual chips to be a thing of value, which is the standing risk for any wallet-and-chip mechanic.
- Deplatforming. The 2025–26 sweepstakes wave reached vendors and payment processors, notably California AB 831.
The map this route actually gets you
Triumph Labs publishes the closest available proxy. Real-cash play is excluded in AZ, CT, DE, LA, ME, MI, MT, NV, SD, TN and Puerto Rico, and all card games are excluded in AR, KY, IN, IA, MS, PA, SC and WA. Combined, a skill-based card product is unavailable in roughly 18 states plus Puerto Rico, and Pennsylvania, one of the largest regulated pools, is on the card-game list. See it on the state map.
Our position
Unlicensed wagering is gambling revenue under any DFI test, no-rake argument included, so this route would fail the same investor exclusions the structure in section 01 exists to satisfy. It would also be disclosable in the 2028 Isle of Man and Malta fit-and-proper assessments, where "we ran an arguably unlicensed US real-money product in 2026" is the worst sentence in the file. We use the skill and social framework only for the free-to-play app and the coaching subscription, where there are no cash prizes. Pure Poker stays on the watch list as both a competitor and a canary: if an AG moves on it, that is the signal about the whole doctrine.
Isle of Man first, Malta second.
| Jurisdiction | Licence | Fees | Duty on poker | Substance | Time | Liquidity |
|---|---|---|---|---|---|---|
| Isle of ManPrimary. GGPoker's home | OGRA B2C, all verticals, five-year term | GBP 5,250 applicationGBP 36,750 annual | 1.5% of yield to GBP 20M, 0.5% to 40M, 0.1% above. 0% corporate tax | Two resident directors, Designated Official, on-island servers | 10–12 weeks once complete | International |
| MaltaEU complement | MGA Type 3, peer-to-peer | EUR 5,000 applicationEUR 25,000 annual, EUR 40,000 capital | 5% on Malta-resident GGR; LN 84/2026 moves Type 3 to 10% from 1 Oct 2026, base to confirm | Malta company, local presence, key function holders | 12–26 weeks | EU and treaty pool |
| Ontario | iGO / AGCO operator registration | AGCO and iGO fees | 20% of gross gaming revenue to iGO | Ontario nexus, iGO operating agreement | 2–4 months | Ontario only, international pooling pending the SCC |
| Curaçao / KahnawakeNot recommended | LOK B2C / Interactive Gaming | Low, fixed | Low or none | Minimal, local incorporation in Curaçao | Fast | International, but weak bank and PSP standing |
The US skill-contest and sweepstakes routes are excluded on purpose: unlicensed wagering is gambling revenue under any DFI test, and running it in 2026–27 would be disclosable in the 2028 fit-and-proper assessment.
Every jurisdiction compared
| Jurisdiction | Licence for poker | Application | Annual | Duty on poker GGR | Substance | Time | Markets | Precedent | Banking |
|---|