Do you have some crypto assets that you want to transfer to your company? a good way to do that is through making a non-monetary share capital contribution to your Estonian OÜ.
But first, we´ll shed some light on the share capital payment rules.
As you might have heard when an e-Resident forms a company as a natural person in Estonia it is possible to postpone the share capital payment. In such a case, there will be a notation in the Commercial Register that the private limited company was founded without making the payment. In the Articles of Association, the company should mark the date on which the capital will be deposited.
PS! Remember, in order to change the share capital value or to pay dividends to company owners the minimum amount of share capital must be paid, currently the minimum share capital is EUR 2,500.
There are 2 options for how to make a share capital contribution :
- Monetary (means only FIAT money)
The process is simple. Shareholder transfers money to the company’s bank account and makes an application to the Commercial Registry
- Non-monetary (means everything except FIAT money, for example, real estate, cars, loan obligations, crypto and etc.)
So, how to convert your personal crypto assets into your share capital?
The shareholder can transfer Bitcoin, Ethereum or any other cryptocurrency to the company share capital as a non-monetary contribution. To make this happen, the company should be already established online or at the notary and non-monetary contributions should be allowed in the Articles of Association. If the Articles of Association doesn’t allow it, then an application to amend the articles of association must first be submitted.
The list of documents that should be submitted
- Amended articles of association (If needed)
- Shareholder decision
- Non-monetary contribution valuation act
- Transfer agreement of non-monetary contribution
- Application to the Commercial Registry
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 valuation act mentioned in point nr 3 simply means you will take a screenshot of the currency´s daily exchange rate from a trusted exchange website such as Binance for example to prove that the currency´s value meets the minimum share capital threshold at least.
After you receive a confirmation about the contribution from the Commercial Registry, don’t forget to declare the share capital payment to the Estonian tax & customs board.
To be sure that everything will be done correctly, Silva Hunt can advise and prepare all necessary documents regarding non-monetary contributions. Please contact us here for further instructions.