Cryptocurrency regulations in Estonia
Estonia is one of such a few countries in the world that was first to legalize cryptocurrency activity and continues to keep up with the development of technology and alternative payment methods. Since 27.11.2017, a new law was introduced in Estonia, according to which entrepreneurs can apply for a license in two directions: exchange of virtual currency to FIAT/virtual currency and provision of virtual currency wallet services.
The legal field of Estonia allows entrepreneurs to legally provide services related to the exchange of cryptocurrency for fiat funds for their clients both directly in the representation of the company and remotely throughout the world, or via the company’s website.
According to Estonian legislation, virtual currency is a digital value that can be traded, stored and transmitted and that natural and legal persons accept as a means of payment, but which is not a monetary or legal tender of any state. It follows that cryptocurrency and its derivatives, including tokens, fall fully within the definition of virtual value.
The legislation of the Republic of Estonia, this activity imposes on companies that exchange cryptocurrencies for fiat funds, the obligation to comply with measures to combat money laundering and the financing of terrorism (incl. AML/KYC procedures) and the obligation to obtain a state license of a virtual value service provider — a cryptocurrency license (i.e. provider of virtual currency services).
The anti-money laundering regulator in Estonia is Financial Intelligence Unit, FIU
Estonia cryptocurrency regulation
WHAT KIND OF ACTIVITY REQUIRES CRYPTO LICENSE IN ESTONIA
In Estonia, companies providing services related to virtual currencies have to obtain a license.
The Virtual Currency Service is a service specified in paragraphs 3 10) and 101) of the Money Laundering and Terrorism Financing Prevention Act (AMLA). Data services:
- virtual wallet service that creates or stores encrypted client keys that can be used to store and transfer virtual currencies;
- virtual currency exchange service is a service in which a client exchanges virtual currency for money or money for virtual currency or one virtual currency for another.
Virtual currency – a value represented in digital form that can be transferred, stored or sold digitally and accepted as a means of payment by natural or legal persons, but is not a legal tender or financial instrument of any country within the meaning of Directive (EU) 2015/2366 of the European Parliament and the Council on Domestic Payment Services amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EC and Regulation (EU) 1093/2010 and revoking Directive 2007/64/EC (PLO 337, 23.12.2015, p. 35-127) within the meaning of Article 4 (25) or a payment instrument or transaction within the meaning of Article 3(k) and (L) of this Directive.
In order to legally provide a virtual money wallet service in Estonia, companies offering such a service, which includes the storage of the virtual currency of third parties, must apply for a license in this way, In this way, the company has the necessary data and control over the transactions taking place in the customer’s wallets.
APPLYING FOR A CRYPTOCURRENCY LICENSE IN ESTONIA
Application for the cryptocurrency license in Estonia is submitted electronically on the State Portal mtr.mkm.ee.
A licence application must contain the following information:
- Address of the service provider and signed office lease agreement in Estonia/agreement confirming the ownership of the office.
- The name and contact details of the person responsible for the provision of services in all places where such services are provided are given in paragraph 1.
- Name, personal code, date of birth, place of birth and address of residence of a member of the governing body and solicitor of a service provider who is a legal person if the service provider is not registered in the Estonian Business Register.
- Rules of Procedure and Internal Controls prepared in accordance with PTA 14 and 15 on money, and in the case of persons with special responsibilities listed in International Sanctions Act 20, Rules of procedure prepared in accordance with the Law on International Sanctions and the procedure for verifying its observance.
- Name, personal code, if any, date of birth, place of birth, citizenship, address of residence, position and contact details of the contact person appointed in accordance with Nº 17 of the PTS.
- Name, personal code, if no date of birth, place of birth, nationality, address, position and contact details of the person responsible for the implementation of the international financial sanction imposed by the enterprise in accordance with paragraph 20 (3) of the International Sanctions Act.
- If the enterprise, a member of its governing body, a prosecutor, beneficial owner or owner is a foreign national, a service provider registered abroad or, if the enterprise is a foreign service provider, Criminal record certificate or equivalent issued by a competent judicial or administrative authority or in connection with another criminal offence intentionally committed; not more than three months after the issuance of which is notarized or certified in an equivalent manner and legalized or certified by a new certificate of legalization (apostille), unless otherwise provided by an international treaty.
- If the enterprise, member of its governing body, prosecutor, beneficial owner or self-employed person is a foreign national, copies of identity documents for all countries of nationality and non-custodial documents referred to in paragraph 8
- For the member of the administrative body and the prosecutor – documents containing the level of education, a full list of positions and, in the case of a member of the governing body, obligations, as well as documents that the applicant considers important for the provision, as well as a summary of previous experience.
- a list of payment accounts opened in the name of the applicant with a unique identifier of each payment account and the name of the account holder; All available payment accounts must be submitted together with an application for a license to operate in the Register of Economic Activities, to which is attached a certificate of a credit institution, electronic money institution or payment institution; proof of payment account.
- Information on what virtual currency service will be provided.
- The capital of the enterprise at the time of application in euros and a statement from the bank confirming the presence of these funds.
- Subsidiaries (subject to a cryptocurrency license), if any.
- Data of the auditing/auditing company that will audit the applicant.
- The company’s business plan for the next two years.
- Detailed technical description of the company’s website through which services will be offered.
REQUIREMENTS FOR AN APPLICANT
In order to obtain an operating license, an enterprise must comply with the following conditions of a controlled facility:
- A society, its member of management, prosecutor, beneficiary and proprietor shall not be lawfully punished for a crime against the State, for money laundering or other intentional crime.
- The company, its member management body, the prosecutor, the beneficial owner and the owner have a proper business reputation. The licensing authority shall assess the existence of a proper business reputation, taking into account the person’s previous activities and circumstances. A good business reputation is presumed in the absence of circumstances that call it into question.
- The contact person designated by the enterprise in accordance with ¿ 17 RahaPTS money, meets the requirements established by law. Only a person with the necessary education, abilities, personal qualities and experience, as well as an impeccable reputation of contact person may be appointed contact person.
- If the enterprise has a subsidiary for which it is desirable to use a licence to operate on behalf of the enterprise, the subsidiary must also satisfy the above requirements.
- The legal address, board and business of an enterprise applying for a license in the sphere of activity of a virtual currency provider must be in Estonia, or the foreign company operates in Estonia through a branch registered in Estonia. Estimating
- The seat of the Council is based, for example, on the residence and citizenship of the members of the Council (the Council member is either a resident or an Estonian citizen) and other evidence of the seat of the Council. The place of activity must comply with the requirements of paragraph 2 of article 29 of the Law on the General Part of the Civil Code (place of activity of a legal entity – place of carrying out its permanent and long-term economic activity or other legally prescribed activity). If it is not possible to provide a virtual currency service on the site or it is impossible to fulfill the requirements of RahaPTS, it cannot be a place of activity. In practice, this means that those responsible for RahaPTS compliance, field work, have direct access to mandatory RahaPTS data that a person is required to collect, store and make available to the supervisory authority, as well as having direct access to the application procedure, risk assessment, internal control rules and other possible additional documents, to ensure compliance with the requirements of RahaPTS, the person concerned and its employees. The site should also allow the Financial Intelligence Unit to carry out the oversight required by law, including on-site oversight. Virtual foreign exchange service providers are requested to attach to the commercial registry a document certifying the right to use the place and place of business, such as a lease or lease agreement. There is direct access to mandatory data obtained through the RahaPTS system, which the person concerned is obliged to collect, store and provide to the supervisory authority, as well as to regulations, Risk assessment, internal control rules and other possible additional documents.
- An enterprise applying for a license in the sphere of activity of the virtual currency provider must have an open payment account in a credit institution, electronic money institution or payment institution; established in Estonia or the Contracting State of the European Economic Area and providing cross-border services or opening a branch in Estonia. All available payment accounts must be submitted with a license application for activities in the Register of Economic Activities for which a credit institution certificate, an electronic monetary institution or a payment institution confirming the existence of a payment account, must be attached.
What information does FIU pay special attention in the process of obtaining a cryptocurrency license in Estonia
- Origin of authorized capital of virtual currency service providers.
- Information on the criminal record of the enterprise and related persons, participation in various proceedings (criminal proceedings, proceedings for an offence, administrative proceedings, bankruptcy proceedings, etc.).
- Education and experience of people, connections with entrepreneurship.
- The Financial Intelligence Unit also has the right to request information from other public authorities in accordance with Act ¿ 54(11) and ¿ 58(1) Money-laundering; as well as from third parties as prescribed and in the framework of the international exchange of information in accordance with Law ¿ 63 on money-laundering.
Cryptocurrency license application processing in Estonia
The application is processed within 60 days of the submission of all necessary information, which can be extended to 120 days. The initial response must be received from the FIU no later than the third working day after the application. The representative of the regulatory body shall send the decision on the license and additional questions electronically by e-mail indicated on request. Permission to carry out activities is issued electronically and is valid indefinitely. The FIU also indicates that in the event of a change in the company of persons involved in the circumstances of the object of control during the procedure/license change (e.g., board member, contact person) the company must notify the FIU within 60 days to verify the circumstances at the site. If the Money Laundering Data Bureau is not able to verify these circumstances during this period, the Money Laundering Data Bureau may refuse to issue a license to carry out activities because the person does not correspond to the circumstances of the object of the inspection.
Changes in the structure of the company applying for the cryptocurrency license in Estonia
If the circumstances that have been verified as a precondition for obtaining a change of licence (cf. the requirement for applicants) must be notified to the FIU at least 30 days prior to the planned change. The other person shall be notified as soon as possible, but not later than within five working days, of any changes that have occurred independently and of any other information specified in the application for an activity licence.
If you notify a change in a company that is a member of its management body to the prosecutor, beneficiary or owner, the notification shall be accompanied by evidence of the absence of applicable sanctions if the person affected by the change is a foreign national. Other information referred to in article 70, paragraph 3, of the Money Act shall also be provided in respect of a member of the governing body and the prosecutor.
The cryptocurrency license is rejected or revoked if:
- It seems that when you apply for a license, you have deliberately provided false information that has influenced the issuance of the license, and if you do not submit it should be rejected.
- Economic disengagement (an enterprise that fails to comply with the statutory obligation to submit an annual report six months after the expiry of this period is also deemed to have fully relinquished its obligations related to economic activity). It is also considered that an enterprise that has not provided the required annual confirmation that it has notified the Money Laundering Reporting Office of all changes in the terms of the operating licence has ceased its business.
- The prohibition of relevant economic activity imposed on a subject by a court or pursuant to a law, except for the prohibition of economic activity applied under the SOA.
- The enterprise has repeatedly failed to comply with the instructions of the supervisory authority, and repeated non-compliance also constitutes non-compliance with two regulations and is assessed proportionally to the scope of the entrepreneur’s activity; the grounds and significance of the orders issued;
- An enterprise does not start activities in the requested field within six months from the date of issue of the permit (according to the right to temporary cessation of business of the enterprise, in accordance with Law 34 (5) MSÜS, This does not suspend the obligation to carry out activities for six months).
- The enterprise did not conduct economic activity for two years from the date of issuing the license.
- The requirements for economic activity included in the object of control license or additional license conditions (i.e. the company no longer respects the circumstances of the object of control license under art. 72 of the Money Law).
- Activities authorized by a licence to carry out activities cause significant damage or endanger public order; which did not exist or were not known at the time of the issuance of the operating license and which outweigh the entrepreneur’s interest in continuing the activity and which cannot be corrected by making changes to the license.
Changes in the Guide of the Estonian Cryptocurrency Regulator (Rahapesu andmebüroo)
On 14 June 2021, Mátis Mäeker was appointed head of the Financial Intelligence Unit. Mathis Mäeker has been working at the Financial Inspectorate for the past 10 years, since January 2019 as head of the Supervision Department for the Prevention of Money Laundering and the Financing of Terrorism.
According to Estonian Finance Minister Keith Pentus-Rosimannus, Matis Mäeker participated in several major international money laundering cases and added the expected competence to the Financial Intelligence Department. He is a leading expert in this field, who is very well versed in the management of business and risks of participants in the Estonian financial market, and has extensive experience in international cooperation to combat money laundering. Looking to the future, a very important task of the new manager is to develop the function of strategic data analysis and risks in the sphere of cryptocurrency», – added Kate Pentus Rosimannus.
«The main task of the Financial Intelligence Unit in the coming years will be to create a function of strategic analysis of money laundering and terrorist financing and to communicate the results to the competent authorities and the private sector», – said Matis Mäeker, head of the Financial Intelligence Unit. «The ability of strategic analysis gives the state direction of counteracting real threats of money laundering and financing of terrorism». According to Mathis Mäeker, the Financial Intelligence Unit is also faced with more automated processes and more sensible decisions to collect, analyse and transmit financial information to investigative agencies. Money-laundering and the financing of terrorism are cross-border phenomena and it is therefore necessary to keep up with new trends and methods of detecting crimes. The Financial Intelligence Unit can become a training centre for both the public and private sectors and help to better coordinate and integrate the fight against money laundering and terrorist financing in Estonia», – noted Mäcker as the third priority when taking office.
Since 2015, Mathis Makeker is a certified assessor of the Expert Committee on the Prevention of Money Laundering and Financing of Terrorism of the Council of Europe and FATF, the Inter-state Group on Money Laundering, a Member of the governing body of Moneyval since January 2020. Mathis Makeker is an alternate member of the Anti-Money Laundering Committee of the European Banking Authority and has published several publications on the prevention of money laundering. Mathis Makeker received his master’s degree in law from the University of Tartu.
On 14 May 2021, the Estonian government decided to appoint Matis Mäeker as the new head of the Financial Intelligence Unit. The Government based its decision on the results of a public competition conducted by a selection commission of senior government officials. Since 1 January 2021, the Financial Intelligence Unit has been a separate government agency under the Ministry of Finance and its main task is to prevent money laundering and the financing of terrorism in Estonia.
Forthcoming changes in Estonian legislation
The Estonian Government has supported a bill to tighten the requirements for virtual currency service providers to reduce the risks of financial crime. Among other things, in the future an activity license will be issued only to those service providers who plan to work in Estonia, and the data of clients must also be tied to transactions.
“In the field of virtual currencies in recent years the risks have grown rapidly and it has required us to act quickly, said the director of the financial intelligence unit Matis Mäeker. One of the most important changes will be to reduce the anonymity of crypto transactions to ensure transparency and more effective monitoring of the business environment. In the future, the provision of a virtual currency translation or exchange service requires the identification of the user. Personal data must communicate with the transaction in the same way as bank transfers. If the recipient’s purse does not have a service provider or is unable to receive data, real-time transaction monitoring and risk analysis of each transaction should be ensured.
The requirements are similar to those applicable to the movement of money through banks and payment institutions. Virtual currencies are also used mainly for payments or value transfers, i.e. as an exchange currency – for example, for purchase of services. Data collection and sharing significantly reduces the risk of financial crime. Among other things, extending the rules to suppliers virtual currency services were recommended by FATF, the international standard for the prevention of money laundering and terrorist financing.
The current rules allow service providers who do not work in Estonia to have no connection with Estonia and whose supervision – for example, would require unreasonable resources to establish the actual beneficiaries – to apply for an Estonian operating licence. However, risks are transferred to Estonia’s economic environment, jeopardizing law-abiding service providers whose reputation may be damaged and communication with foreign partners may be difficult.”
According to the project, the FIU may refuse to issue a license for virtual currency services in the future if it turns out that the enterprise does not intend to work in Estonia or that its business is not connected with Estonia. The project also provides that the operating licence is non-transferable. Trading opportunities with licensed companies will be limited: in the future, the sale of qualified holding will be prohibited during the first two years of operation. Suppliers are those who create virtual foreign exchange service providers on a large scale for sale to third parties. A change is necessary to avoid a situation where, after obtaining a licence, the enterprise is resold to a person who does not meet the requirements of the licence. In addition, the project will increase capital requirements, which will increase the responsibility of companies and ensure that licensees are active companies. For the creation of a virtual foreign exchange service provider as a new company, the capital contribution should be between EUR 125,000 and 350,000, depending on the services provided. Similarly, licensed operating companies should also contribute their own funds in the future. The current minimum authorised capital limit is EUR 12,000.
Compliance with capital requirements should be available to the average virtual foreign exchange service provider, given that the average turnover of a company working in this field is estimated by the FIU at 80 million euros per year.
Business organizations and experts, including the Estonian Virtual Currency Association, xChange AS virtual currency service provider, the IO and IT Law Committee of the Estonian Bar Association and the Estonian Chamber of Commerce and Industry, participated in the project development and making proposals.
Changes in Estonian legislation – updated requirements for cryptocurrency companies from 15.03.2022
The Act on the Prevention of Money Laundering and Financing of Terrorism, as amended, entered into force in Estonia on 15 March 2022.
The main objective of the new legislation is to reduce the risk of money laundering, the financing of terrorism and the financing of the proliferation of weapons of mass destruction in the sphere of virtual currencies.
These measures are taken to reduce the risks associated with virtual asset providers (VASP) and to improve the supervision of VASP. These changes are also aimed at ensuring that VASP, which is not affiliated with Estonia, loses the Estonian virtual currency license.
The main changes are as follows:
1) The authorized capital of the virtual foreign exchange service provider should be:
At least 100,000 euros if the virtual currency service provider 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 through the provider of virtual currency services on behalf of the initiator for the transfer of virtual currency to the virtual currency wallet or account of the recipient).
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 article 31, paragraphs 1 and 2, of the Act on the Prevention of Money-Laundering and the Financing of Terrorism, or the legal representative of the legal entity shall use a digital authentication document or other electronic identification system with a high level of reliability established by the Identity Documents Act, 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 of Trustees required for electronic identification and electronic transactions, repealing Directive 1999/93/EC (OJ L 257, 28.08.2014, pp. 73-114) and the information technology tool with a functioning camera, microphone, hardware and software required for digital identification and connection 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 identifier, 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 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:
1) Size of the authorised capital
2) Amount of own funds calculated by 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:
1) 4% of the volume of transactions for the provision of services, which is or amounts to 5 million euros;
2) 2.5% share of services operations that amount to more than EUR 5 million but does not exceed EUR 10 million;
3) 1% of the share of transactions carried out in the provision of services, which is more than 10 million euros, but does not exceed 100 million euros;
4) 0.5% of the share of transactions carried out in the service sector, which is more than 100 million euros, but does not exceed 250 million euros;
5) 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 paragraph 6 of this Article shall be calculated on the basis of one twelfth of the total volume of transactions performed as services specified in paragraphs 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 obtain the corresponding amount.
The virtual foreign exchange service provider should take steps to ensure 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.
6) Requirements for location, location, board members and contact person of the 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.
7) State fee for applying for a cryptocurrency license increased from 3,300 euros to 10,000 euros
Lawyers of our company are always happy to answer all your questions about obtaining a license for cryptocurrency in Estonia, as well as to accompany your company throughout the licensing process.
ESTABLISH A CRYPTO COMPANY IN ESTONIA
The Estonian government has been recently enhancing crypto regulations that underline the importance of business reliability and transparency. Although it’s come at the cost of paying steep crypto licence application fees, the jurisdiction has maintained its appeal due to such advantages as the stable business environment, Corporate Income Tax exemption on undistributed profits as well as state-of-the-art public e-services and e-banking which include widely adopted digital signatures enabling faster business transactions.
Other notable advantages of the Estonian business environment:
- One of the most politically and economically stable and yet constantly improving and advancing countries in CEE, a trusted member of the EU, OECD, Eurozone, and Schengen Area
- Estonia ranks 13th out of 180 countries in the Corruption Perception Index 2021 which is an indication of being one of the most transparent and the least corrupt countries
- Estonia ranks 7th out of 177 countries in the 2022 Index of Economic Freedom, the measures of which are judicial effectiveness, tax burden, regulatory efficiency, investment freedom, etc.
- Estonia ranks 18th out of 190 countries in the World Bank Ease of Doing Business 2019 which is an indication of the favourable conditions for businesses
- Estonian Wi-Fi is the 22nd fastest in the world
- A highly educated workforce, well-prepared and motivated to drive your business forward
- Licensed Estonian crypto companies can offer their services outside of the country without having to apply for a new licence, provided that they comply with the requirements reinforced by the foreign authorities
- Estonia offers E-Residency cards, government-issued ID cards designed for digital signing which enables remote company formation and effective management (the application fee is 120 EUR)
- The Estonian company registration portal is the fastest in the world
The main piece of legislation governing company law in Estonia is the Commercial Code. There are no particular requirements laid out for foreign investors which means all non-Estonian entrepreneurs have the same rights and responsibilities as Estonians.
The public register of the Estonian companies is maintained by the Centre of Registers and Information Systems (RIK). It’s where all legal publicly available information about Estonian companies is stored.
LEGAL BUSINESS STRUCTURE FOR CRYPTO ACTIVITIES
To become a fully licensed crypto business in Estonia, it is necessary to create a limited liability company (OÜ). The benefits include a flexible governance structure, the absence of residency and citizenship requirements for founders and directors, and the absence of personal liability for debts and liabilities of enterprises. The contributions of each shareholder determine their obligations.
Key members of the Limited Liability Company (OÜ):
- Founder – the very first owner of the company, which never changes
- Shareholders, or owners, are the shareholders of the company (the shares can be sold, resulting in a change of ownership)
- Board of directors or board members – representatives of companies (owners of companies may be appointed directors)
Requirements for Limited Liability Company (OÜ):
- The name of the company must comply with national legislation and end with the acronym OÜ
- At least one founder who may be a natural or legal person
- At least one shareholder of any nationality
- Minimum share capital – 100000 EUR (can be paid only fiat money, not cryptocurrency)
- The minimum nominal value of the share and the lowest share capital may be 0.01 EUR
- The share must be paid in fiat money if the bylaws do not indicate contributions in kind
- Obtaining a registered office in Estonia, where cryptographic activities will be carried out
- Opening a crypto-friendly corporate bank account in Estonia or the EEA
- Appointment of a board of directors to represent the company (can be e-residents and manage the company online)
- If all the company’s directors are electronic residents, the company must hire a local contact point who will be responsible for receiving documents from the Estonian authorities
- Hiring a local accountant
- Recruitment of an AML/CFT compliance officer
- Memorandum of association
- Articles of association
- Photocopies of identity documents of founders, shareholders and directors
- A business plan that reflects a business model that proves business sustainability
- Confirmation of office address in Estonia (residence address not allowed)
- Founders, shareholders and directors of a company shall receive certificates confirming the absence of a criminal record
The memorandum of association shall contain the following information:
- Company name
- Legal address
- Names and addresses of residence or registered offices of founders
- Proposed amount of equity capital
- Nominal value and number of shares, including their division among the founders
- Amount payable for shares, order, time and place of payment
- If a share is paid for the use of in-kind contributions, it should be specified and its method of valuation clearly described
- Board information
- When establishing the Observatory, information on its members
- If necessary, information on prosecutors or auditors
- Projected fund expenditure and payment procedures
The statute should contain the following information:
- Company name
- Registered office
- The amount of equity that may be specified as a specific amount or minimum and maximum capital (minimum capital should be at least one quarter of the maximum capital);
- Specific procedures for payment of shares
- Specific rights relating to a share or a shareholder; if different classes of shares and rights differ, the document specifies the names of different classes of shares and specific rights pertaining to each class of shares
- If a share is paid for the use of in-kind contributions, it should be specified and its method of valuation clearly described
- Formation and extent of legal reserve
- If there is a board of directors and a supervisory board, the number of members must be specified (it may be expressed in the form of a specific number or a maximum and minimum number, as well as, if necessary, specifications of the right to representation of board members)
- Other obligatory conditions provided by law
- All documents must be submitted in Estonian. Documents in a foreign language must be submitted together with certified translations into Estonian. If you are looking for a sworn translator or notary, do not hesitate to contact us – we will gladly find you the best solution.
Provisions for non-monetary or in-kind contributions:
- It can be anything that is instantly evaluated and transferred to the Private Limited Company (OÜ) and that may be the subject of a claim
- This should not be a service or work provided by the company or the activities of the founders in the foundation of the company
- The shareholder shall notify the rights of third parties with respect to the non-monetary contribution
- if, at the time of incorporation of the company into the commercial register or in the case of increase in the share capital, the value of the non-monetary contribution is lower than the nominal value of the received share due to the contribution or share to be increased, the company may require the shareholder to pay a contribution in fiat money to the extent that the value of the contribution was below the face value
WHAT YOU NEED TO DO
In order to establish an Estonian company, you need either to use an e-reserve card allowing you to register your company online or to sign a power of attorney authorizing the representative to act on our behalf. Alternatively, you can go to Estonia and do all the procedures yourself.
If all the documents required by law meet the requirements and are submitted, the registration process usually takes up to one week.
In order to establish a Limited Liability Company (OÜ), the following steps should be taken:
- Check the name of your company and reserve it in the commercial register
- If necessary, sign a power of attorney
- Sign a lease agreement for your local office
- Open a corporate bank account in the name of the company and transfer the required equity before issuing a cryptographic license
- Submit an application for registration together with the necessary notarized documents to the Commercial Register
- Registration fee – 265 EUR
- The company will receive a unique registration code when registering in the register
- Registration with the Estonian Social Insurance Board (ENSIB)
- Recruitment to meet minimum requirements
- Apply for a cryptography license from the Financial Intelligence Unit (FIU) that regulates anti-money laundering activities in Estonia
The Tax and Customs Office will automatically include your company as a taxpayer, once it is registered in the commercial register, you only need to obtain your company tax identification number (TIN).
Only licensed crypto companies can operate in Estonia. To obtain a license (which is valid indefinitely), you must pay an entrance fee of EUR 10000. The FIU issues a licence within 6 to 12 months if all the requirements of the AML are properly met.
Each successful applicant is granted the status of a financial institution, which means that it is obliged to comply with the same rules and reporting requirements as any other financial institution in Estonia.
If you want to make any changes to your crypto business after the license is issued, be prepared to pay a government fee of 4000 EUR for the license update and wait for the approval of the authority before restarting your business.
TAXATION OF CRYPTO COMPANIES IN ESTONIA
As soon as a crypto company is incorporated in Estonia, it becomes a tax resident and is therefore automatically included in the registry of Estonian taxpayers. VAT is the only tax that requires a separate registration.
Estonia hasn’t introduced any crypto-specific taxation framework which means crypto companies are currently taxed in the same way as other businesses. Estonian taxes are collected and administered by the Estonian Tax and Customs Board (ETCB).
Standard tax rates in Estonia:
- Corporate Income Tax (CIT) – 0%-20% (regulated by the Income Tax Act)
- Social Tax (ST) – 33% (regulated by the Social Tax Act)
- Value Added Tax (VAT) – 20% (regulated by the Value-Added Tax Act)
- Withholding Tax (WHT) – 7%-20% (regulated by the Income Tax Act)
The Corporate Income Tax isn’t levied on retained and reinvested corporate profits which is advantageous to growth-oriented crypto companies (this means you’ll be exempt from the tax if your crypto company doesn’t distribute dividends). Resident companies are taxed on their worldwide income, whereas non-resident companies are taxed only on income sourced in Estonia.
The Social Tax must be paid by resident companies, non-resident companies who have a permanent establishment in Estonia and non-resident companies who make payments specified in subsection 1 of section 2 of the Social Tax Act.
Registering for VAT is optional unless your business reaches the annual turnover threshold of 40,000 EUR. As soon as the company exceeds the threshold, it has three business days to register as a VAT payer. However, no matter the registration day, it will be liable for paying the VAT from the moment the threshold is exceeded. The speed of reaching the threshold depends on the nature of the company’s activities as not every crypto-related economic activity is subject to VAT. According to the ruling of the European Court of Justice, buying and selling cryptocurrencies are VAT-exempt.
The rate of the Withholding Tax is dependent on the type of payment (services, fees, interest, royalties, etc.). Dividends are tax-exempt, although a reduced rate of 7% is levied on dividends paid out to residents and non-residents if the distribution has been taxed at the reduced Corporate Income Tax rate.
Among other tax allowances, Estonia has over 60 international agreements on the elimination of double taxation which can allow your crypto business to protect your income from being taxed in two different countries.
If you’re preparing to establish a crypto company in Estonia, our experienced and dynamic team of Regulated United Europe (RUE) will help you to set the stage for success by providing comprehensive legal advice on company formation, licensing, taxation as well as by offering professional financial accounting services. Contact our experts today to receive a personalised offer.
Moreover, we offer a virtual office service that eliminates the need for expensive office leases, equipment and staff. It’s an advantageous solution for small businesses who are willing to create a professional image by having access to such physical office functions as a business address, meeting facilities, and reception, while at the same time reducing costs and maintaining the benefits of remote work. Enquire about our virtual office now.
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