Crypto License in Estonia
Today, Estonia is the unqualified leader among European countries in the number of cryptocurrency licenses issued.
The National Financial Intelligence Unit (Rahapesu Andmebüroo or RAB) is the regulator responsible for the cryptocurrency licensing in Estonia. For transactions that have now been merged into a single licence of the virtual currency service provider.
The Law on Prevention of Money Laundering and Financing of Terrorism requires a licence called one cryptocurrency licence. This category includes two different services: to work as a virtual currency purse service provider and a virtual currency exchanger. Previously (until March 10, 2020) Two different licences in Estonia:
- Managing Crypto Wallets and Caste Services
- Cryptocurrency exchange services for fictitious money or vice versa, or cryptocurrency for another cryptocurrency.
Estonia crypto license
There are two types of wallets: cold (offline – for example, a hardware wallet, a paper purse for cryptocurrency) and hot (online) storage. The difference is that the first ones keep digital coins offline, without Internet access. Hot wallets are mainly used for small-scale storage or for everyday use. Among the wallets for hot storage are regular and multi-currency wallets for cryptocurrencies.
The cryptocurrency license in Estonia allows you to provide the cryptocurrency wallet service both cold and hot storage.
The cryptocurrency license in Estonia also allows cryptocurrency exchange for the FIAT and cryptocurrency for cryptocurrency.
An application for a cryptocurrency license in Estonia can be submitted by a member of the company’s board. An application for a license should be sent via the Internet if a card of an electronic resident is available when visiting a notary in Tallinn. The state fee for the application for the license is 3,300 euros. The fee must be paid by the Estonian Ministry of Finance. The Money Laundering Data Office (a separate unit within the Police and Border Police Department) decides whether to issue a license within 60 working days of filing an application. A cryptocurrency license is granted indefinitely.
In order to obtain a license, you must provide the following data:
- business contacts (phone number, e-mail address and postal address), resume;
- The address of the place where the services are offered, including the address of the web page;
- Name and contact details of the person responsible for the proposal;
- Name, personal code (if no date of birth), place of birth and address of residence of the real beneficiary of the company;
- Rules of procedure and internal controls established under sections 29 and 30 of the Prevention of Money-Laundering and Financing of Terrorism Act and, in the case of persons with special duties listed in section 6 of the International Sanctions Act, procedural rules, The procedure established in Part 6, section 13, of the International Sanctions Act and the verification of its implementation;
- Name, personal code (if not date of birth), place of birth, national address, position and contact details of the contact person referred to in article 29, part 3 or part 4, of Article 29 of the Law on Prevention of Money Laundering and Financing of Terrorism;
- Name, personal code (if not date of birth), place of birth, nationality, address of residence, post and contact details of the person responsible for the application of the international financial sanctions imposed by the employer in accordance with article 13.9;
- if the entrepreneur, board member, trustee, actual beneficiary or owner is a foreign national or if the entrepreneur is a foreign person, certificate from the Register of Penalties of the country of origin or equivalent document, issued by a judicial or administrative authority confirming that there is no penalty for an offence against State authority; Money-laundering offences or other intentional offences committed within three months from the date of their issuance, which were certified by a notary or other equivalent and were legalized or approved by a new certificate of legalization (apostille) unless otherwise provided by the contract.
Requirements for the company
In relation to the Money Laundering and Terrorist Financing Act, some amendments were made to Estonian legislation in 2020, introducing stricter requirements for companies applying for a cryptocurrency license in Estonia:
- The minimum authorized capital of a cryptocurrency company is 12,000 euros. It must be fully paid before applying. This amount can then be used to finance the company’s business.
- The state fee is 3,300 euros.
- Before submitting an application, the company must have a corporate account (IBAN).
- Estonian banks do not accept applications for opening a bank account for cryptocurrency companies, but companies have the right to open an account in payment systems of those who have the right to work in Estonia.
- The management and location of the company must be in Estonia.
- The company applying for the license must have a legal address in Estonia.
- Presence of the company’s director who is an Estonian citizen,
- After submitting the application, the KUS / AML employee will be interviewed by RAB in order to prove their qualifications and proper fitting for the position.
Currently, according to information received from RAB, there are about 400 companies in Estonia licensed to provide virtual currency services.
Companies offering licensing services in Estonia
A legal company that can accompany in obtaining a cryptocurrency license in Estonia.
Taxation of cryptocurrency companies in Estonia
There is no special tax on cryptocurrency in Estonia. Crypto-activities are subject to the same rules as other activities in Estonia.
The corporate tax in Estonia is 0%. The dividend tax rate is 25%. In order to pay dividends to a member of the board, it is necessary to draw up a report on profits for the current period.
The VAT rate in Estonia is 20%. Companies are obliged to register as a VAT taxpayer if sales in Estonia exceed 40,000 euros from the beginning of the calendar year. The company can also apply for VAT registration before reaching the threshold.
Requirements for Estonian cryptocurrency companies in 2022
In October 2021, Matis Mäeker, head of the Money Laundering Bureau (RAB), proposed that the licensing system for cryptocurrency companies in Estonia should be reviewed.
According to proposals from Matis Mäeker, the equity of crypto-companies should be increased to 350,000 euros, and the company should have this money in the form of cash or low-risk securities. Also, the structure of the cryptocurrency company should consist of at least two people and the management of the company (shareholder, director) cannot hold the position of KYC/AML officer – this position must be separated from the direct management of the company to avoid a conflict of interest.
Other RAB recommendations include requiring companies operating in this sector to have safer IT systems and, for example, to use cash for investments rather than refinancing clients’ funds.
Mäeker estimates the turnover of Estonian cryptocurrency companies at more than 20 billion euros per year.
In fact, the FIU had already revoked 1,808 cryptocurrency licenses in 2020, but in September 2020, a risk assessment conducted by the agency showed that the changes made so far were not sufficient to reduce rapidly growing risks.
Changes in Estonian legislation from 15.03.2022 (new requirements for crypto companies)
1) Equity of the virtual foreign exchange service provider
Authorized capital of the provider of virtual currency services should be:
- at least EUR 100,000 if the provider of virtual currency services provides a virtual currency exchange service (a service in which a person exchanges virtual currency for money or money for virtual currency or one virtual currency for another)
- at least EUR 250,000 if the virtual currency service provider provides a virtual currency transfer service (a service that allows you to make a transaction at least partially electronically via a virtual currency provider on behalf of the initiator to transfer the virtual currency to a virtual currency wallet or recipient account)
When creating a company for a virtual provider of foreign exchange services, payment of the authorized capital of the company can only be money.
2) Preconditions for customer identification and verification
The service provider should use technology with a high level of reliability to identify and verify identity through information technology tools that provide true identification and prevent the alteration or misuse of the data transmitted.
In the identification and verification of identity by means of information technology, the natural person referred to in paragraphs 1 and 2 of Article 31 of the Law on the Prevention of Money Laundering and Financing of Terrorism, or the legal representative of the legal entity shall use the document Digital Identification or other electronic identification system with a high level of security established by the Law on Identity Cards; is included in the list published in the Official Journal of the European Union in accordance with Article 9 of the Regulation (EC) No 910/2014 of the European Parliament and the Council on Trust Services Required for Electronic Identification and Electronic Transactions, repealing Directive 1999/93/EC (OJ L 257, 28.08.2014, pp. 73-114), as well as an information technology tool with a functioning camera, microphone and hardware and software required for digital identification and connectivity to the Internet of sufficient quality
In identifying and verifying identity, the service provider can use an information technology tool to compare biometric data.
In carrying out the exchange and transfer transaction, the Virtual Currency Service Provider of the transaction shall establish the identity of each customer in accordance with the provisions of Articles 21 and 22 of this Law and shall collect at least the following information, concerning the person who committed the transaction:
1) in the case of a natural person, name, unique transaction identifier, payment account or virtual money purse identification number, name and identity card number, as well as personal identification code or date of birth, place of birth and address of residence;
When making a transaction for exchange and transfer of virtual currency, the virtual currency provider collects unique identification data of the transaction about the recipient of the virtual currency or transfer, as well as data of the payment account identifier or virtual money purse, if the payment account data or virtual currency wallet identifier is used for the transaction.
3) Virtual Currency Provider Business Plan
The business plan of the virtual currency provider is presented for at least two years.
4) Requirements to own funds of the virtual currency provider
The Virtual Currency Provider’s own funds must match one of the following sizes at any time, whichever is larger:
- Amount of authorized capital
- Amount of own funds calculated on the basis of the calculation method:
If the provider of the virtual currency service provides the service specified in paragraphs 101 or 102 of part 3 of this Law, the provider’s own funds should be at least equal to the sum of the following parts of the volume:
- 4 per cent of the total volume of transactions carried out in the provision of services that amount to or amount to 5 million euros;
- 2.5% of the share of transactions carried out in the service sector, which is more than 5 million euros, but does not exceed 10 million euros;
- 1% of the share of operations carried out in the provision of services, which is more than 10 million euros, but does not exceed 100 million euros;
- 0.5% of the share of transactions carried out in the provision of the service, which is more than 100 million euros, but does not exceed 250 million euros;
- 0.25% of the share of transactions performed within the service, which is more than 250 million euros.
The share of transactions performed as a service specified in Part 6 of this Article shall be calculated on the basis of one twelfth of the total volume of transactions performed as services specified in Parts 101 and 102 of Article 3 of this Law for the previous year. The venture capital provider, operating for less than 12 months in the previous year, must split the amount of remittances and foreign exchange transactions made in the previous year by the number of months in the previous year to arrive at the figure.
The virtual foreign exchange service provider should take steps to make sure that its own funds can be calculated with sufficient accuracy at any time.
The Financial Intelligence Unit may establish a period of time within which the provider of virtual foreign exchange services must bring its own funds into compliance with the requirements established by this Law and the legal acts issued on its basis.
5) Virtual Currency Provider Audit
Audit of the annual reports of the virtual foreign exchange service provider is mandatory. The auditor data should be specified when applying for a license.
Requirements for location, location, board members and contact person of virtual currency provider
The member of the board of the virtual currency service provider must have higher education and professional experience of at least two years.
A member of the board of a virtual foreign exchange service provider may not hold the position of a member of the board of more than two virtual foreign exchange service providers.
State fee for applying for a license in cryptocurrency increased from 3,300 euros to 10,000 euros
Cost of cryptocurrency license
Our specialists will be glad to assist you in getting a cryptocurrency license. The assistance includes making the list of necessary documents, help in developing procedural rules of the company, translation of documents into Estonian and support throughout the licensing process.
PACKAGE «COMPANY & CRYPTO LICENSE IN ESTONIA»
- Company registration in Estonia
- Review of the business model and the structure of the Cryptocurrency Company
- Assistance in making company share capital contribution
- Bank account opening assistance for crypto-company
- Assistance in selecting and renting an office in Estonia
- Risk assessment, KYC/AML and procedural rules preparation
- State fee for the single cryptocurrency license
- Drawing up a business plan for two years
- Assistance in director employment/KYC/AML officer
- Preparation of legal company documents
- General counselling (5 hours)
FREQUENTLY ASKED QUESTIONS
Does Estonia grant a license for crypto activities?Until recently, companies that handle financial operations related to crypto currencies in Estonia could apply for two types of crypto licenses:
- Crypto exchange license
- Crypto wallet license
How do I get a crypto license in Estonia?The first step of the process entails establishing a company in Estonia. Once this process is complete, the applicant needs to provide the following information:
- Company information: phone, e-mail, website address
- Information of individuals who will be responsible for managing and providing crypto-related services
- Information on shareholders and the legal representative of the company: names, dates and places of birth, contact information
- Internal strategy for the implementation of regulations when dealing with cryptocurrencies and information about the individual who will hold responsibility for compliance with the regulatory network
- Reports proving the non-criminal background of shareholders and board members
Is it necessary to contact the local tax authority in crypto activities on behalf of an Estonian company?Yes. However, the tax system in Estonia has two major benefits:
- Undistributed profits are tax-free. That means that profits which are reinvested in the business are tax-exempt.
- The tax system is territorial, meaning that all foreign-sourced income is tax-free.
What are the activities of the crypto license in Estonia?The Virtual Currency Service Provider license permits license holders to provide the following services:
- Issue and host e-wallets
- Provide crypto exchange services for a fee
- Establish and run a crypto payment system
- Alternative payment system provision
- Wholesale purchase of precious metals and stones, and articles related to them
How long does it take to get a license?The average period of time required to complete the application and receive a conclusive decision from the regulator is around 13 weeks. It can be prolonged in case if documents are missing in the application or if the regulator requests a physical meeting with the applicant.
Can non-residents of Estonia own a crypto company?Yes. However, in order to complete a preceding step of establishing a company in Estonia, the founder must register an Estonian address as an official office location.
Can non-residents of Estonia be part of the board of an Estonian crypto company?The minimum amount of board members for a crypto company in Estonia is 1. There must be at least one Estonian resident on the board, and the board must be located in Estonia. However, there are no statutory requirements stating that all members of a crypto company in Estonia must be Estonian residents – as long as there is more than one person on the board.
Is it necessary to have a banking account to obtain a license?Yes. It’s a necessary preparatory step for obtaining a license.
What is the minimum authorized capital for a virtual currency service provider?To carry out operations with cryptocurrencies, Estonian crypto companies must present an authorized capital of 100,000 Euros. This amount must be deposited on the official bank account of the crypto company in question.
For how long is a crypto-license issued?Crypto licenses in Estonia are issued for an indefinite amount of time.
Is it possible to deposit authorized capital in cryptocurrency?No, this option is not possible at the moment.
How is the charter capital of a crypto company paid in?Payment of the share capital is made using a fiat contribution (in cash or by bank transfer).
What happens next with the money investment in the corporate account of an Estonian crypto company?Once the total amount of 100,000 euros is deposited to the bank account of the crypto company in question, it will not be frozen. The applicant will be free to use this amount for financing various commercial activities of the company.
When do you need to deposit capital to open a company and obtain a crypto-license in Estonia?Full payment of the minimum authorized capital is a necessary preparatory step in the application process. It must be completed before submitting application documents.
Why you should get a crypto license in Estonia?There are a few good reasons for obtaining a cryptocurrency license in Estonia. Firstly, Estonia is one of the pioneers in blockchain technology. It was one of the first EU countries to jump onboard the crypto train and offer official crypto licenses. Furthermore, Estonia offers a simple licensing environment with one license for a broad spectrum of crypto-related services. It’s easy to apply on a remote basis and the licensing process itself takes a relatively short amount of time.
Are Estonian cryptocurrency companies audited?Yes. The physical office of a crypto company in Estonia can be visited by the regulator at any time. The regulator may check the documentation to confirm the firm’s activities and request further reports or documentation in case doubts arise.
Can the director of a crypto company be a non-resident of Estonia?Directors of crypto companies in Estonia can only be individuals. The minimum number of directors is 1. In case there is more than one director, half of the directors must be residents of EEA (European Economic Area) countries. In case more than half of the directors reside outside Estonia, the company must provide the Commercial Register with a contact in Estonia where necessary documents can be sent. All foreign directors will be requested to provide their residential addresses and email addresses.
What measures to prevent money-laundering and the financing of terrorism are in place in Estonia?Measures are instated in the Money Laundering and Terrorist Financing Prevention Act. It was first introduced in 2017 and amended in 2020 – this amendment was designed to also cover virtual asset service providers. In 2022, the Government of Estonia approved a new package of changes affecting Estonian cryptocurrency companies. Officially, they are treated similarly to other financial institutions in Estonia. Here are the main AML requirements that crypto companies in Estonia face today:
- Revising internal anti-money laundering procedures
- Appointing a compliance officer
- Conducting a ‘fit and proper test’ (this is a responsibility of the managers)
- Establishing an office based in Estonia
- Setting up a payment account with an institution registered in Estonia or the EU
What difficulties may arise in obtaining a crypto license in Estonia?Crypto companies in Estonia are witnessing a time of change. Regulations are becoming tighter and, in practice, it has resulted to a great number of revoked licenses for providers who no longer match the new requirements. To successfully establish and run a crypto company in Estonia, one must carefully follow all the requirements and upcoming changes, showing a flexible attitude and ability to adapt to regulatory changes as they come.
Where can I open a bank account for an Estonian crypto company?According to local regulation, crypto companies in Estonia, are not required to have a bank account in traditional banking institutions. Alternatively, crypto companies can collaborate with European Fintech companies that provide accounts with an IBAN. Having an IBAN is necessary for establishing a crypto company in Estonia.
At the moment, the main services of our company are legal and compliance solutions for FinTech projects. Our offices are located in Tallinn, Vilnius, and Warsaw. The legal team can assist with legal analysis, project structuring, and legal regulation.