Incorporation

Blockchain businesses usually take the form of a private limited company (OÜ). A private limited company requires a minimum share capital of 2500 EUR, which might be paid in as a non-monetary contribution. Non-monetary contributions are objects that can have a monetary valuation.

The current understanding of non-monetary contributions open the possibility to contribute with cryptocurrencies or tokens in the value equivalent to 2500 EUR for the share capital.

The founders may decide to make the contribution for the share capital upon the foundation of the private limited company or at a later date.

Note that if the company will apply for a virtual currency service license, the share capital needs to be paid-in as a monetary contribution in the amount of 12 000 EUR.

Estonian address and contact person:

Any Estonian company needs an address and if the board members reside outside Estonia, also a registered contact person. These services are usually provided by specially licensed companies in Estonia. We can introduce you to some of our partners.

Note that if the company will apply for a virtual currency service license, the registered office, the location of the management board, and the actual place of business need to be located in Estonia. There is no need for a contact person service in such a case.

When incorporating an OÜ, something to keep in mind for the future is the requirements for a share transfer transaction. Up to the summer of 2020, the only option for selling the shares of a private limited company was a notarised transaction (in case the shares were not registered in the Estonian register of securities). This meant participating in an appointment with a notary public in Estonia in person or having someone represent the parties with a PoA.

In August 2020 amendments to the Estonian Commercial Code entered into force, which simplified the share transfer procedure for private limited companies if certain requirements are met. Specifically, if the share capital of the company is at least EUR 10,000 (fully paid in) and all the shareholders agree, the company can waive the notarial transaction requirement in its Articles of Association. The share transfer transaction must be at least in a form that is reproducible in writing, which simplifies selling and buying the shares of a company significantly.

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