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MG Gold Seller Estonian company with a branch in Bulgaria (crypto exchange + wallet license)

Only for Mentor Group Gold members who want to open a paid Sticky thread for their services inside the Marketplace.
Don

Don

Mentor Group Gold
Dec 19, 2020
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#1
Selling an Estonian private limited company with the following features:
  • Registered in 2022
  • Has a registered branch office in Bulgaria
  • Everything is in order accounting and compliance wise
  • It has been dormant the whole time since its incorporation
  • It has authorizations from Bulgaria for providing virtual currency exchange and wallet services, enabling it to do business across the whole EU.
  • It has one EMI account.
  • The share capital has not been paid in, but it can be done according to the client's wish. The minimum share capital of an Estonian company should be 2500 EUR. Starting from 1 February 2023 onwards the minimum share capital is 0,01 EUR in case of a single shareholder in the company.
Highlights:
  • The Estonian corporate income tax system - no tax is paid until profit is distributed allowing indefinite tax deferral. Possible to operate at 0% tax.
  • Estonia does not tax profits arising from Bulgarian foreign permanent establishment.
  • There is no withholding tax.
  • Operating as a Bulgarian branch, the effective tax is 10%, and the Estonian company can redistribute this to shareholders tax-free.
  • Capital gains from trade in listed securities (shares, tradable rights) on regulated markets in the EU and equivalent markets specified in the legislation are not subject to taxation.
  • Easy to manage remotely with e-residency (digital id)
  • Shareholders can be changed without notarization
  • Cryptocurrency-related service providers are among the obliged subjects under the AML Act, which means that they have to adjust their activity to the legal requirements for the prevention of money laundering.
  • In Bulgaria cryptocurrency trading is treated similarly as income from the sale of financial assets - they are taxable. Gains on cryptocurrency gains are taxed at 10%. To determine the taxable income, the sum of the profits realized during the year for each specific transaction is taken and reduced by the sum of the respective losses.
  • Many respected exchanges are licensed in Bulgaria, incl. Kraken, Coinbase
Happy to help with arranging corporate services, local directors, AML officers, changing tax residency, etc.
 
#3
CyprusLawyer101 said:
Is it easy for this company to open bank accounts?
Where can it get its liquidity from to providing exchange services? Does it have an account with any of the main exchanges?
Click to expand...
Banks will require you to prove having sufficient AML procedures in place. With minimal substance its easier to rely on EMI-s or if you use bank accounts for just wealth management/operational purpose meaning not directly engage with high risk activities.

The benefit of this approach is that you can divide the activities, e.g., the Estonian operation can be low risk getting easier access to banking presenting itself as wealth management or IT company, while the crypto operations are only conducted through Bulgarian branch, which can rely even on EMI-s.

We can introduce to a liquidity provider and white label exchange software provider, etc., to help with getting everything running.
 
Last edited:
#4
Don said:
Banks will require you to prove having sufficient AML procedures in place. With minimal substance its easier to rely on EMI-s or if you use bank accounts for just wealth management/operational purpose meaning not directly engage with high risk activities.

The benefit of this approach is that you can divide the activities, e.g., the Estonian operation can be low risk getting easier access to banking presenting itself as wealth management or IT company, while the crypto operations are only conducted through Bulgarian branch, which can rely even on EMI-s.

We can introduce to a liquidity provider and white label exchange software provider, etc., to help with getting everything running.
Click to expand...
Is the EMi account in place able to recieve client's funds?
Can the company also operate without a liquidity provider as an OTC desk for example?
I would be interested to recieve more info and pricing in pm if possible.
 
#6
Guys, feel free to ask questions and bid here openly.
I expect to sell it to the highest bidder.
  • Maintenance expenses are very cheap for keeping the company dormant: virtual address, crypto contact person, and financial closing around EUR 1k/year
  • To create this structure from scratch, you would most likely spend around 6 months
  • it's possible to avoid UBO disclosures with proper structuring, and very easy to add shareholders without notarization with quick online submission to the register by the director. Estonian private limited company with 10k share capital can literally have 1 million shareholders with no problems.
I'll be going on holiday soon and will be back on 5th September and expect to make the decision around that time, unless somebody gives a good price and has urgency.
 
#7
Don said:
Guys, feel free to ask questions and bid here openly.
I expect to sell it to the highest bidder.
  • Maintenance expenses are very cheap for keeping the company dormant: virtual address, crypto contact person, and financial closing around EUR 1k/year
  • To create this structure from scratch, you would most likely spend around 6 months
  • it's possible to avoid UBO disclosures with proper structuring, and very easy to add shareholders without notarization with quick online submission to the register by the director. Estonian private limited company with 10k share capital can literally have 1 million shareholders with no problems.
I'll be going on holiday soon and will be back on 5th September and expect to make the decision around that time, unless somebody gives a good price and has urgency.
Click to expand...
Thanks for the info. Any chance we can get a reply to our specific questions. Thanks a lot!
 
#8
CyprusLawyer101 said:
Is the EMi account in place able to recieve client's funds?
Can the company also operate without a liquidity provider as an OTC desk for example?
I would be interested to recieve more info and pricing in pm if possible.
Click to expand...
When you change ownership, we would anyway need to do due diligence again with the EMI-s, which is similar to opening a new account.
Currently, the account is with Revolut, which has its own crypto trading facilities, but it's not suitable for receiving crypto.
Will help to find and set up better options once the company ownership has been transferred.
We also offer an opportunity where the company can become the direct owner of an EMI through an association for added substance.
 
#9
Don said:
When you change ownership, we would anyway need to do due diligence again with the EMI-s, which is similar to opening a new account.
Currently, the account is with Revolut, which has its own crypto trading facilities, but it's not suitable for receiving crypto.
Will help to find and set up better options once the company ownership has been transferred.
We also offer an opportunity where the company can become the direct owner of an EMI through an association for added substance.
Click to expand...
Thank you
 
#14
4000 for the company including all documents, what about current director and shareholders are they real people or can they be transferred to new owner?
 
#15
EliasIT said:
4000 for the company including all documents, what about current director and shareholders are they real people or can they be transferred to new owner?
Click to expand...
Yes, documents included.
Can help with directors, AML officers, bank account opening, office setup, accounting, tax and everything to keep things running
 
#19
Chonsai said:
Hi @Don can you share the current highest bid? This is an interesting offer and highly relevant to my business needs.
Click to expand...
Still at 4k.

Its still holiday season and im on holidays myself so figured people will not be so active here.
Would like to close this on next week or week after.
 
#20
Don said:
Still at 4k.

Its still holiday season and im on holidays myself so figured people will not be so active here.
Would like to close this on next week or week after.
Click to expand...
Alright, thank you for that.

I think it's reasonably fair for me to conduct some brief due dilligence, if that's ok. I'm curious how you came into possession of such a specialist setup, is this your profession, or just a hobby? What experience have you got with operating companies of a similar corporate structure?

You've said it's licensed in Bulgaria to provide "virtual currency exchange and wallet services", to clarify does this mean the business is licensed as a VASP?
 
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