EU Company Setup for Startup Founders

Bank

Another key element is opening a corporate bank account. Unfortunately, many financial institutions are reluctant to cooperate with companies operating in the crypto-asset sector. For this reason, it is important to properly describe the company’s business model.

It may be helpful to indicate that the company holds, for example, a relevant license or that the management board has undertaken to submit a whitepaper notification for the crypto-asset being created.

It is also advisable to explain that the company’s core activity is software development, specifically the creation of a website that functions as a platform integrated with properly programmed smart contracts. In the initial phase of the project, software development is therefore the primary business activity, as having and presenting a functioning website is a necessary element of the whitepaper.

It is also worth highlighting certain obligations imposed on token issuers. For example, in the case of Utility Tokens, pursuant to Article 10(3) of MiCA, offerors must ensure that the funds or crypto-assets collected during the public offer are held in custody by one of the following:

• a credit institution, where funds are raised during the public offer;
• a crypto-asset service provider (CASP) providing custody and administration of crypto-assets on behalf of clients.

VAT Registration

When starting the project, it is advisable to begin with VAT registration. This allows the expenses related to the development of the platform and the generation of the token to be treated as input VAT.

In the case of cooperation with a foreign service provider and registration for EU VAT, this will also allow invoices to be issued under the Reverse Charge mechanism, i.e. with a $0 \%$ VAT rate.

Our team supports clients in selecting an appropriate accounting firm and throughout the VAT registration process.

🇮🇪 Ireland

Low corporate tax rate - the standard corporate income tax (CIT) rate is $12.5 \%$ for trading income, making Ireland one of the most competitive tax jurisdictions in Europe.

International business hub - Ireland hosts the European headquarters of many global technology and financial companies, creating a strong environment for international business.

Hundreds of crypto-assets notified under MiCA - issuers very often choose Ireland as their jurisdiction.

Simple company registration - the incorporation process is fast and largely handled online, with relatively low administrative requirements.

Stable common-law legal system - For some investors from this legal culture, a company in such a jurisdiction is a must-have. Ireland offers a reliable regulatory environment and business-friendly legislation.

Access to the EU market - companies registered in Ireland benefit from full access to the European Union’s single market.

🇱🇺 Luxembourg

Financial instruments friendly jurisdiction - Luxembourg is one of Europe’s leading financial centres, particularly for investment funds that are used in creating a Security Tokens.

Favourable holding company structures - many international corporations use Luxembourg entities to manage assets and investments.

Extensive network of double taxation treaties - facilitates international business operations and cross-border investment.

Strong international reputation - Luxembourg companies are widely perceived as credible and reliable business entities.

Our team has unique experience in this jurisdiction - members of our team have participated in the notification of several white papers and corresponded with the CSSF regarding the incorrect notification of a crypto-asset, successfully leading to its acceptance.

🇺🇸 Wyoming

No state Corporate Income Tax - Wyoming does not impose a state corporate income tax.

High level of owner privacy - corporate structures in Wyoming allow for a significant level of anonymity for company owners.

Low maintenance costs - incorporation and annual fees are among the lowest in the United States.

Simple administration - minimal reporting obligations and relatively straightforward compliance requirements.

Flexible LLC structure widely used for tokenization structures and SPVs - the Limited Liability Company (LLC) model offers operational flexibility and potential tax advantages.

Supportive regulations for blockchain tokens - Wyoming law provides exemptions for entities that develop or facilitate the exchange of certain open blockchain tokens, reducing regulatory barriers for tokenization platforms and digital asset projects.

Potential exemption from MSB registration - Legal analysis indicates that platforms which do not directly transmit funds and rely on licensed financial institutions may not qualify as Money

Service Businesses (MSB) under U.S. regulations, particularly when token transactions occur outside the United States.

Dedicated legal structure for DAO entities - Wyoming is one of the first jurisdictions in the world to introduce a legal framework specifically designed for Decentralized Autonomous Organizations (DAO). A DAO can be registered as a DAO LLC, giving blockchain-based projects legal personality, limited liability protection, and the ability to operate under clearly defined corporate rules while maintaining decentralized governance.

No automatic Tax Information Exchange Agreement with the United States - in many cases, Wyoming entities may operate without automatic tax reporting mechanisms that exist between certain jurisdictions and the U.S.

Real estate tokenisation - Wyoming guarantees the stability of the real estate tokenisation business model. Platforms offering fractional ownership of real estate through participation in special purpose vehicles registered in Wyoming have been operating there for many years.

🇪🇪 Estonia

Corporate tax only on distributed profits - profits retained within the company are not taxed until they are distributed as dividends.

Highly digital administration - Estonia offers advanced digital infrastructure that allows companies to be managed entirely online. e-Residency programme - entrepreneurs from around the world can establish and manage an Estonian company without being physically present in the country.

Simple and transparent tax system - clear regulations and reduced bureaucracy simplify business operations.

Strong startup ecosystem for crypto-assets - Estonia is recognized as one of Europe’s leading innovation and technology hubs.

Our team has experience in establishing the issuer’s structure in Estonia - members of our team actively supported the founder from the very beginning in instructing the accounting office about the specifics of the project, finding a virtual office and setting up a bank account.

🇵🇱 Poland

Large domestic market - Poland offers access to one of the largest consumer markets in Central and Eastern Europe.

Highly skilled workforce - the country provides a well-educated labour force with expertise across multiple industries.

Access to the EU market - businesses operating in Poland benefit from free movement of goods and services within the European Union.

Government support programmes - various grants, subsidies and tax incentives are available for innovative and developing businesses.

Developed business infrastructure - Poland has a fast-growing economy and a dynamic technology and services sector.

We have unique know-how in running a business in Poland - Our team members are familiar with the realities of doing business in Poland from a practical point of view and rely on the services of the best experts in the field of crypto-assets in Poland.