Category Archives: IP & IT

The Estonian crypto regulation faces a lethal challenge. If immediate action is not taken by the legislator, then the licenses issued under the current legislation will become (or more precisely will remain) essentially a novelty – only relevant in fringe cases.

As of 10.03.2020 the new crypto regulations came into force in Estonia – we have covered the main changes already before. However, there is one glaring issue that no one seems to be talking about.

Not so fun fact for exchanges. As of 10.03.2020 if your client is outside the EEA, an e-resident (even an EU citizen) or their transaction volume exceeds 15 000 (natural person) euro or 25 000 euro (legal person) per calendar month then you have only two options to onboard them (see § 31 (1), (2), (3) and (6) here https://www.riigiteataja.ee/en/eli/509012020001/consolide):

1. Face-to-face document check; or
2. Use an ID card issued by Germany, Italy, Croatia, Estonia, Spain, Luxembourg, Czech Republic, Netherlands, Slovak Republik, Latvia, Belgium or Portugal (see full list here: https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=uriserv:OJ.C_.2019.425.01.0006.01.ENG&toc=OJ:C:2019:425:TOC).

There is no other way to KYC non-EEA clients or clients who go over the 15k/25k threshold. None whatsoever. Sum&Substance is not enough. Veriff is not enough. You have to use those ID cards and cannot use anything else.

For instance, if you are dealing with a French citizen who wants to trade over 15k, they need to get an e-residency card or an ID card from one of the aforementioned jurisdictions. If you want to trade with any person outside the EEA in any amount – they need to get an e-residency card or an ID card from one of the aforementioned jurisdictions. Obviously they will not and cannot do that (other than perhaps an e-residency card).

Clearly this is not the market practice at the time and if exchanges were to follow the abovementioned requirements (which we suggest they do but we know they do not) then business under the Estonian licenses will stop. Most clients who have any business value to exchanges will trade over 15k and will not have easy access to the required ID cards. And obviously they will not be met face-to-face.

Luckily there is an amendment to the new regulation already in the works. The Estonian Parliament is changing § 32 of the relevant AML law to include more flexible options for digital identification (see amendment act here: https://www.riigikogu.ee/tegevus/eelnoud/eelnou/69421167-7e69-4383-b2f8-b9f2912a13e6/Rahapesu%20ja%20terrorismi%20rahastamise%20t%C3%B5kestamise%20seaduse%20ja%20teiste%20seaduste%20muutmise%20seadus).

At the time we do not know if the amendment will pass. We do not know when it will pass and we do not know what will be the alternative digital identification means (the amendment act does not specify them as of yet).

We understand the Ministry of Finance is very much open to suggestions from market participants as to what should such digital identification means be. Therefore, this is a call to arms. Speak up. Write to the ministry regarding your views on what would be reasonable.

There’s been a great surge of international interest in establishing a cryptocurrency-based business here in Estonia from foreign investors. Investors are active both in the wallet/exchange side of crypto as well as the ICO side. So we figured we will give a short introduction into both of these here.

First – In Estonia there are two types of permits for operation in the field of cryptocurrencies:

1. a permit for providers of a service of exchanging a virtual currency against a fiat currency and vice-versa (the so-called exchange permit); and
2. a permit for providers of a virtual currency wallet service (the so-called wallet permit).

The scope of both of these permits is quite self-explanatory – one allows you to exchange crypto to fiat and vice versa and the other allows you to provide a wallet service to customers.

Acquisition of these permits will usually take around a month or two, though we have gotten a wallet permit registered recently in only two days as of issuing the application, so exceptions may occur (in both ways).

Second – It is possible to conduct an ICO in Estonia. For instance LEXTAL was closely involved with the Agrello project which raised nearly 31 million dollars in 2017 for a blockchain based smart contract project.

However, it is not possible to say in this short video what license (if any) you will need to conduct an ICO in Estonia. The variables are to great. It is possible that the token will be qualified as a security, a share of an investment fund, a donation or a number of other instruments. It may well be a combination of several different instruments.

In any case, the first step will be to analyse your token. What rights will it give to the token holders and how will it be used. Once the token structure is in place any lawyer worth their salt will be able to tell you what licenses you will need and what steps you must take.

Attorney Rauno Kinkar

rauno.kinkar@lextal.ee.

We are proud to announce that LEXTAL has been ranked by Legal 500 among other best Dispute Resolution, Tax, Commercial, Corporate, M&A and IP, IT and Telecoms teams in Estonia!

Legal 500 highlighted the following:

LEXTALs ‘efficient’ team is ‘proactive and takes the time to get to know its clients’. Ants Karu provides ‘very detailed advice tailored to each client’s individual circumstances’ and Margus Reiland ‘thinks outside the box’.

LEXTAL’s ‘fast and professional’ team is known for its experience in self-driving vehicles and cybercrime. Associate Rauno Kinkar is ‘very experienced and knowledgeable’.

The ‘diligent and responsive’ Ants Karu at LEXTAL ‘combines a good knowledge of tax and corporate law while keeping a clear focus on what is important and what is not’. Recent work highlights include advising Sevenoil and three other sellers on the sale of seven gas stations.

LEXTAL’s ‘excellent and quick team’ is experienced in both litigation and arbitration. The ‘thorough’ Olavi-Jüri Luik has ‘deep knowledge of contentious insurance contract matters’ and Urmas Ustav heads the team.

You can find further information on the Legal 500 website.

Margus Poola, who is an attorney at law in LEXTAL, takes part in the startup Agrello.

Agrello’s goal is to create solutions that use blockchain and AI to sign, organise and draft contracts online.

Read more about Agrello from here.

LEXTAL advised HeadHunter Group on the sale of 100% shares of CV Keskus OÜ, operator of leading job classifieds sites cvkeskus.ee in Estonia, cvmarket.lv in Latvia and cvmarket.lt in Lithuania, to Ringier Axel Springer Media AG.

HeadHunter Group is the leading online HR solutions company operating in Russia, Ukraine, Belarus, Kazakhstan, Azerbaijan, Georgia, Uzbekistan and Kyrgyzstan. The company’s largest asset is HeadHunter website owning the database that comprises 300 thousand open vacancies and 24 million resumes. The lead investor in HeadHunter Group is Elbrus Capital (http://elbcp.com/).

Ringier Axel Springer Media AG is the joint venture of Swiss Ringier AG and the German Axel Springer SE. The company operates in the growth markets of Poland, Hungary, Serbia and Slovakia with a broad range of media services, comprising more than 160 digital and print offerings.

LEXTAL provided to HeadHunter Group full legal support during the sale process, including management of the due diligence process and administration of virtual data room, drafting and negotiating of the share sale-purchase agreement and other transaction documents.

The project was led by LEXTAL partners Ants Karu and Kristi Sild.

Please see the press release from https://hh.ru/article/504204.

Attorney at law Tiina Pukk advised seed company Capster with bringing in their first round of investment. Capster is a Tehnopol Startup Incubator company who has set its heart and mind to combat chronic rhinitis. Total value of the investment was 85,000 EUR coming from seven investors, three of whom are members of Estonian Business Angels Network EstBAN.

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Attorney at law Tiina Pukk advised coModule with investment involving. In autumn 2014 coModule participated in 3-month Startupbootcamp business accelerating program in Germany and also this time 500,000EUR investment came from Germany. Tiina Pukk advised coModule founders and prepared transaction documents from Estonian side. See more on coModule at www.comodule.com.29