Estonian private limited company — payment of share capital in Bitcoin and altcoins

June 07, 2018 at 12:43 PM



Category: Distributed Ledger Technology

By Richard J. Witismann

Private limited company is the most popular form of enterprise, which establishment is made very easy in Estonia. But upon foundation arises the question about share capital payment. In Estonia it is possible to establish a private limited company without paying the share capital. In this case there remains a notation in Commercial Register that the private limited company was founded without making contributions.
 
However, it is prudent to pay the contribution in some point. It helps the company look reliable and also enables the shareholders to pay dividends to themselves. The share capital can be looked as a reserve money in order to help the company pay for unexpected outlay and it also covers possible debts. In essence, the share capital can be taken as a warranty for the government and business partners.
 
In order to pay dividends to shareholders or to increase/decrease the share capital value of a company the Commercial Code of Estonia requires the contribution of the initial share capital (the minimum value of EUR 2,500). 
 
The payment may be monetary or non-monetary. In most cases the share is paid for in money. In case of monetary contribution, the paying process is rather simple and clear, all that needs to be done is transfer the contribution of share to the bank account of a company. The situation of non-monetary contribution is more complex and versatile.

Taken into account the conservative attitude of Estonian financial institutions towards opening bank accounts to non-resident entrepreneurs, the non-monetary contribution of shares gives these business owners an opportunity to use assets already owned by them to grow company’s liquidity and to also fill the share capital payment requirement stated by law.

It is very common to use already existing material, machines, appliances as a non-monetary share capital contribution but it can also be for example real estate.
 
Nowadays, where the possibilities of using blockchain technology in the business actions of enterprises continues to grow, there exists also a way to use cryptocurrency to start your business in Estonia. Namely, you can use the transfer of bitcoin (that is tradable in the market and can be exchanged into fiat money) or any other non-traditional currency, from private person to the ownership of a newly founded company, as a non-monetary contribution. In other words, the requirement of share capital can be filled in digital currency as a non-monetary contribution.

To our knowledge Incorporate in Estonia is the only corporate service provider in Estonia offering the possibility to establish a company which share capital contribution is made utilizing cryptocurrency.
 
In order to pay the share capital in cryptocurrency the company shall be incorporated in the notary’s office or online (in case the shareholder is an e-resident and the share capital is under EUR 25,000). Upon incorporation, the future management board member of the company shall evaluate the monetary value of the cryptocurrency and also present relevant proof to the Commercial Register. To prove the sufficiency of the value of cryptocurrency for share capital, simply a screenshot of the daily exchange rate of the currency from a trusted cryptocurrency exchange website may be taken. In addition, a contract for transfer of the cryptocurrency to the company shall be provided. 
 
In case the value of the share capital is above EUR 25,000 the value of the contribution must also be verified by an auditor. The auditor’s report concerning the verification of the valuation of the crypto shall then be provided to the notary at the time of incorporation. Please take into account, that extra fees are due if an auditor’s verification is needed.
 
Our service fee for the incorporation of an Estonian company with non-monetary share capital is EUR 3,500 (excl. VAT, if applicable) or 2,5% of the targeted initial capital in case the share capital is more than EUR 25,000.

If you have any further questions on this subject or you wish to make payment of share capital in Bitcoin or altcoins, please do not hesitate to contact us at advisory@incorporate.ee

Disclaimer: This article provides general information, which may or may not be correct, complete or current at the time of reading. No recipients of content from this site should act on the basis of content of the article without seeking appropriate legal advice or other professional counseling.