Payment institution Lithuania

Payment institution in Lithuania

Set up payment institution in Lithuania with Eesti Consulting

What is called the payment institution or electronic money institution?

The electronic money institution – called often EMI license or E-money license – is a regulated financial institution whose purpose is to provide services related to electronic money and payment services.

The full license for E-Money is not limited in time or type of activity. A company that has a license of an electronic money institution in Lithuania can provide any services in the European Economic Area (EEA) without having to obtain a position in another EU country. After obtaining a license in Lithuania, an electronic money institution may provide services in other EEA Member States by establishing branches.

The kind of services that require a license in Lithuania

  1. services enabling cash to be placed on a payment account as well as all operations necessary for operating a payment account;
  2. services enabling cash withdrawals from a payment account, as well as all operations required for operating a payment account;
  3. execution of payment transactions, including the transfer of funds to a payment account with the payment service provider of the payment service user or with another payment service provider: execution of payment orders, including one-off payment orders, execution of payment transactions through a payment card or similar device and / or execution of transfer orders, including standing orders;
  4. execution of payment transactions, in which funds are covered by a credit line for a payment service user: execution of direct debits, including one-off direct debits, execution of payment transactions using a payment card or similar device and / or execution of a transfer order, including standing orders;
  5. issuing and / or acquiring payment instruments;
  6. money orders;
  7. execution of payment transactions in which the payer agrees to perform a payment transaction using any telecommunications terminal equipment, digital or IT device, and the payment is made to the telecommunications network operator or IT system operator, acting only as an intermediary between the supplier of goods or services and the payment service user.

Share capital for EMI , PSP, EMONEY license

Share capitalConditions
>= 20 000 € Not less than EUR 20,000 if the payment institution intends to provide only money transfer services – transfers – “money transfer services”
>= 50 000€Not less than EUR 50,000 if the institution intends to provide payment initiation services
>= 125 00 € Not less than EUR 125,000 if the institution will provide services from the following catalog*
* “Service enabling cash to be placed on a payment account as well as all operations required for operating a payment account”
“Service enabling cash withdrawals from a payment account as well as all operations required to operate a payment account”
“Payment transactions, including transfers of funds to a payment account at the institution of a payment service provider or payment service user or at the institution of another payment service provider, direct debits, payment transactions via a payment card or similar charging device or the execution of credit transfers, including standing orders “
“Payment transactions in which funds are covered by a credit line for a payment service user, execution of direct debits, including one-off direct debits, execution of payment transactions by means of a payment card or similar device or transfer order, including standing orders”
“Issue of payment instruments or acquisition of payment transactions”


EMI license procedure

The collected documents will be considered by the Lithuanian central bank about 3 months from the date of submission and a decision will be issued by the Lithuanian central bank.

In the event that any formal deficiencies as to form and content are identified, the bank will ask for the missing information or the corrected form in accordance with regulatory requirements. In this case, the consideration process may be extended.

EU e-money license in Lithuania STEP BY STEP

We present the following steps to obtain the EU E-money license from Lithuania called often EMI LICENSE You will have acces to all European Countries based on 1 license coming from Lithuania.

STEP 1: COMPANY REGISTRATION

  • Certificate of incorporation
  • Power of attorney ( notarial deed)
  • Register of shareholders
  • Drafting of the articles of association
  • Beneficial owners list
  • Technical documentation of new fintech company
  • Company income statement over the last few years
  • UBO income statement for the last few years
  • Directors of the company
  • CV and professional experience
  • AML certificates
  • Current procedures regarding company wallet accounts

STEP 2: FILLING OUT APPLICATIONS

  • Fintech business plan
  • Company organizational structure
  • IT security – schemes
  • Financial forecasts in the form of schametes

STEP 3: FINANCIAL DOCUMENTS

  • Opening a bank account
  • Registration for VAT
  • Contract for accounting and financial statements
  • AML KYC CTS training
  • Risk management
  • Meeting with bank representatives

11 benefits of PSP license in Lithuania

1) THEY LOVE NON-RESIDENTS – The company’s management board does not have to be residents of Lithuania

2) COMPANY REGISTRATION IN LITHUANIA AFTER… Company formation begins only after the license has been granted.

3) SEND THE LICENSE License application submitted without setting up a company.

4) ALL IN ENGLISH – Preparation of documentation in English

6) IBAN – Access to the IBAN system – every customer will receive an IBAN account.

7) PSD2 – Implementation of PSD2 enabling payment initiation service (PIS) and account information service (AIS).

8) REMOTE KYC AML VERIFICATION – Remote KYC customer verification thanks to automated technologies. The customer does not have to come to the facility to open an account – examples of Lithuanian websites are: Paysera or Mistertango.

9) SEPA SCHEME – Direct access to the single payment area in EUR in the SEPA system

10) GATE TO ALL EU COUNTIRES Do business throughout the European Union based on one license issued by a Lithuanian bank. Did you know that Google also has a Lithuanian license

11) NO FINANCIAL PENALTIES IN THE FIRST YEAR No financial penalties for the first year for minor infringements of entrepreneurs operating on the regulated market.


Rejestracja firm w Estonii - kontakt

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Company registration in Estonia

There are 3 ways of company registration in Estonia. We will show you how it works and how fast your limited liability company may be registered in this country. 

3 ways of company registration in Estonia:

  • by e-residency card 
  • by person 
  • by the power of attorney

Company formation with e-Residency Card

To get started, go to https://apply.gov.ee/ and read the form, then fill it out carefully. Apply for an e-resident card. The cost of the application is 100 EURO. The waiting time for issuing the card is usually 1-2 months. You can pick up the card at the nearest Estonian embassy – here is a list of card pickup points.

Company registration with e-Residency card is smooth. We need some documents from you – Personal Identification Number and 2 pieces of personal documents – usually Passport or identity card and proof of your residency – f.e utility bill.

Our package for e-Residents contains:

  • Legal address for 1 year in heart of Tallinn
  • Contact person for 1 year
  • Company formation service
  • State fee (190EUR) included in the fee

Register your company by person

Reach Eesti Consulting and then we will set up an appointment at the nearest notary’s office. We will help you prepare an application for the registration of your company in Estonia so that all paperwork can be completed in one visit. Please do not forget to bring your photo ID with you.

The average waiting time for an appointment at a notary’s office is about 7-8 business days. Please don’t reserve a flight to Estonia until we have made an appointment. The registration of the company by a notary public doesn’t preclude obtaining an e-resident card.

Register your company by Power of Attorney

We recommend this option primarily for people who are unable to come to Estonia, e.g. due to the covid-19 epidemic. Many of our clients grant us a power of attorney to register a company in Estonia from overseas countries – such as the USA or Australia. The cost of flying to Estonia is too high, so the easiest way is to go to a local notary in your country of residence and issue a power of attorney. Such power of attorney must be apostille.

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Get Apostille and original documents from Estonia

Get Apostille with Eesti Consulting

Your company is already registered in the Commercial Register called “RIK”. Now your goal should be to open a bank account. For this, you will need the original company documents and even Apostille and sworn translations. Our company will help you in obtaining the following documents.

You will need the following documents:

  • Apostille
  • Certificate of tax residency
  • True copies of corporate documents like an extract from the board of directors, shareholders and beneficial owners
  • Article of Association in Estonian translated sworn to English

Eesti Consulting OÜ is able to provide you with all statutory documents within the timeframe of 2-3 business days. Do not hesitate to visit our shop and order the documents with a few clicks.

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Certified translations of Estonian documents

Our company offers specialized translation services from Estonian into other foreign languages.

Sworn translations concern translations from Estonian into:
– English
– German
– French
– Spanish language
– Italian language
– Finnish language
– Polish language

Our sworn translators have over 10 years of experience, especially in legal translations. Usually, our translation orders concern translations of printouts from the commercial register – RIK, company agreements, lists of directors and shareholders, as well as translations of certificates of residence, corporate correspondence, as well as civil law contracts.

We also provide telephone and interpreting services, e.g. during visits to Estonian offices.

Examples of translations

  1. Certified translation of Article of Association from RIK Register
  2. Sworn translation of Extract from Commercial Register
  3. Sworn translation of Certificate of tax residency from Estonia

How and where to verify person, who is sworn translator?

  1. Chamber of Sworn Translators www.vandetolgid.ee
  2. Sworn Translators Act www.riigiteataja.ee

Permissions of sworn translators

  • Translate documents
  • Prepare certified copies or printouts of corporate documents they translate
  • they can also advise clients and arrange the authentication of documents to be translated or translations with an apostille
  • translate contracts, invoices and international agreements.

See our products concerning certified translation

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Trademark registration in Estonia

trademark is used to identify products and services. His task is to distinguish your products from coco-competitive products. A trademark can be a word, drawing, letter, number, color, spatial form, including the shape of the goods, and even sound.

We have the following types of trademarks: word mark, word graphic, spatial mark, positional mark, color combination, sound mark, moving mark or holographic mark.

Source of Estonian Trademark Law
Trademark Act – View

TRADEMARK BENEFITS

TAX AND LEGAL INCENTIVES OF TRADEMARK REGISTRATION

A TRADEMARK CAN BE SOLD

A trademark is a property right that you can sell. You don’t have to sell your business or enterprise – you can sell the trademark itself. By registering a mark on an individual, you can retain the right to the most important asset when, for example, your company encounters difficulties and its assets are seized.

THE EXCLUSIVE RIGHT TO USING ® OR “R”

Only registered trademarks have the right to use the ® or “R” symbols to inform customers, business partners and third parties that the logo and identification has legal protection guaranteed by the country in which the trademark or the European Union is registered. registration for all countries.

LICENSING

If you do not want to sell a trademark and preserve property rights to it – the best idea is to license the trademark. Assuming you develop a global brand. You want to keep your right to a trademark in a specific geographical territory – e.g. Estonia, and outside these countries you license the trademark – e.g. applies to franchise systems. Your customers pay you a monthly license fee, and you accumulate passive income that your brand generates.

TRADEMARK IS AN ASSET

A trademark has been an asset since its registration – an asset that can be included in the books of account and made depreciation. You will not enter a mark in the account book that has not been registered but was created by yourself. That is why it is good to register a trademark belonging to a natural person and then sell or license that trademark.

LEGAL TAX OPTIMIZATION

Did you know that if you are a trademark owner as a natural person – can you legally sell this trademark to your company or grant it a license and receive remuneration that will be taxed in your country of tax residence?

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Crypto bank account

BANKING SOLUTIONS FOR CRYPTOCURRENCY BUSINESS

You’ve heard that it’s difficult to open a bank account for cryptocurrency services. Today we will tell you how to start preparations for opening such an account.

Customers who contact us say they are refused to set up an account. They set up companies in EU countries and then encounter difficulties in opening a bank account.

Is it even possible to open such a bank account?

ACCOUNT TYPE FOR CRYPTO CLIENTS

HIGH STREET BANK It is crypto-friendly bank, who operates as traditional high street bank – financial institution

PAYMENT SERVICE PROVIDER

It operates under the E-Money License – it works like fintech apps – likes Revolut, Trasnferwise but it is crypto-friendly

OUR FEES

We will help you estabilish bank account or PSP service for your cryptocurrency business.

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Register subsidiary or branch in Estonia

HOW TO FORM SUBSIDIARY IN ESTONIA?

IF THE FOREIGN COMPANY PLAN ENTER INTO ESTONIAN MARKET (…)

SPECIAL RESOLUTION OF FOREIGN COMPANY

In order to establish a branch of a parent company in Estonia, an act of establishment is necessary. It may be a resolution – usually Special Resolution – adopted by the authorities of a foreign company. How can this decision be made? It depends on the law of the country in which the company is registered (Company Law) and on the Article of Association of the parent company.

This decision must be sworn translated into Estonian and must contain information about the subject of the activity and indicate the person who will be the representative of such branch in the territory of Estonia.

FEATURES OF THE BRANCH OF A FOREIGN COMPANY:

– The company’s branch has no legal personality
– The company’s branch has no legal capacity
– A branch of the company is responsible for paying Corporation Tax only on profits that can be attributed to that branch
– The parent company is responsible for the operation of this branch, including the preparation of billing documentation – Annual Accounts (Profit & Loss, Balance Sheet, Trial Balance)
– The department must have an Estonian representative (Authorized contact person)
– Branch operations must be identical to the parent company.

LIST OF DOCUMENTS FOR PURPOSE OF OPENING THE BRANCH IN ESTONIA

– name and legal form of the parent company
– country in which the parent company is registered
– subject of activity according to SIC Codes classification (EMTAK)
– purpose of company registration
– company address
– list of actual beneficiaries (who owns shares in the company)
– list of board members
– Article of Association
– memorandum of association
– Registration certificate

SHOULD I PAY SHARE CAPITAL – 2500 EUR?

If you decide to establish an Estonian company – you must set a minimum capital of 2,500 EUR. In the case when you register a branch – the law does not require a minimum capital, but the resolution on establishing such a branch should show that the capital will be transferred. It is difficult to imagine a branch that will not be co-financed by a foreign parent company. You need to think about how the branch will be able to function independently – rent an office, pay for accounting or settle accounts with business partners.

FEATURES OF THE SUBSIDIARY IN ESTONIA

  1. Minimum share capital is: 2500 EUR
  2. Management independence as opposed to the branch
  3. Autorized contact person (Estonian) is mandatory
  4. Legal address must be located in the Estonia
  5. Board of directors can reside out of Estonia
  6. Shareholder will be parent company (f.e keeping 100% shares in Estonian OU)

TAX RESIDENCY OF SUBSIDIARY

(2) A legal person is a resident if it is established pursuant to Estonian law.

Source: Income Tax Act, Estonia 

TAX INCENTIVES OF ESTONIAN SUBSIDIARY

Tax rates of subsidiary in Estonia:
1) Employment contracts – 20% of Income Tax  – natural persons
2) Corporation Tax – 14-20% (if the profits are distributed from the company to its shareholders – depending on ditribiuting policy)
3) Corporation Tax – 0% – tax shifting – when the profits are not paid from the company
4)  There are three VAT rates in Estonia – basic: 20% , reduced 9% and exempt – 0%.   The subsidiary is not treated as VAT payer automatically upon starting the company.   If the company does not exceed the thresold of 40,000 EUR turnover per calender year,  it has no legal obligation to register to VAT taxation.   The subsidiary can register to VAT voluntary upon company formation. EMTA (Revenue) ask the clients, who wish to be VAT registered about their connection with Estonian counterparties – clients, contractors, business partners.

CLIENT DUE DILLIGENCE PROCESS

SUBSIDIARY REGISTRATION

We need the following data for the purpose of subsidiary registration in Estonia. 

– Name and surname of directors
– Passpot or EEA card number
– Date of birth
– Full residental address
– Country of residence
– Phone number
– E-mail number
– Website address
– Company name
– Nature of business
– Capital – min. 2500 EUR
– Beneficial owenrs list

BRANCH REGISTRATION BY POWER OF ATTORNEY

We offer subsidiary registration based on a power of attorney (POA) with a notary public in Estonia. There are about 30 notaries in Tallinn and each one has a tight deadline. We will arrange a meeting with a notary for you and come to Estonia to register the company or we will do it completely remotely with a power of attorney. We will provide you with a power of attorney template. You can give it to us remotely – notary and Apostille are necessary.

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Tax residency in Estonia

NATURAL PERSONS

A natural person is resident if one of the conditions is met: – the place of residence is in Estonia – the residence time in Estonia is at least 183 days per year

LEGAL PERSONS

A legal person is a resident of Estonia based on the place of registration of the company

§ 6. Resident (1) A natural person is a resident if his or her place of residence is in Estonia or if he or she stays in Estonia for at least 183 days over the course of a period of 12 consecutive calendar months. A person shall be deemed to be a resident as of the date of his or her arrival in Estonia. Estonian diplomats who are in foreign service are also residents. A resident natural person shall pay income tax on all income derived by him or her in Estonia and outside Estonia, regardless of whether the income is listed in §§ 13–22 or not. [RT I, 06.07.2012, 1 – entry into force 01.04.2013]

(2) A legal person is a resident if it is established pursuant to Estonian law. European public limited companies (SE) and European associations (SCE) whose seat is registered in Estonia are also residents. A resident legal person shall pay income tax on the objects of taxation prescribed in §§ 48–52 and withhold income tax from payments listed in § 41.

Source:  Income Tax Act Estonia – read full act here


ASK ABOUT TAX RESIDENCY

DOES THE E-RESIDENCE CARD AFFECT MY TAX RESIDENCE?

The e-Residence card has no effect on the residence. This is only a document that allows you to sign an electronic signature and correctly identify when setting up a company or operating a bank account. Thanks to the e-Residence card, we have access to the Estonian market.

CAN I GET THE CERTIFICATE OF TAX RESIDENCY SIGNED AND STAMPED BY REVENUE?

Yes – we offer this service. You can order a residence certificate with the official stamp and signature. You will need it when making payments to non-residents – e.g. if you avoid paying withholding tax in other countries.

WHICH TAXES ARE PAID BY NON-RESIDENT IN ESTONIA?

The non-resident pays taxes only on remuneration obtained from sources located in Estonia – e.g. if the workplace is in Estonia – the non-resident has a limited tax liability in Estonia, and unlimited in the country where he is a resident, e.g. in Poland or Germany.

DIRECTOR’S FEE FOR NON-RESIDENT

Director’s fee is taxed in the Estonia – is not important you are resident or non-resident. You need pay usually Income Tax in Estonia and social securities depending on your employment status. If you have other functions in other countries, you can present A-1 certificate and be exempt from the social security.

COMPANY HAS THE TAX RESIDENCY IN BOTH COUNTRIES (…)

It may turn out that a limited company (legal entity) will have a residence not only in Estonia, but also in another country. It is the agreements on the avoidance of double taxation that resolve the conflict of tax residence – and in particular Article 4.

I WILL CHANGE THE TAX RESIDENCY AS NATURAL PERSON – WHAT TO DO?

You need file the “R” form and sent it to EMTA (Revenue) when you change the tax residency or leave the country. This notification of tax authorities is mandatory.

FEE FOR CERTIFICATE OF RESIDENCE

DISCLAIMER

Non-residents  have a limited tax liability in Estonia, only the Estonian-source income is taxed.

Thus, where by reason of the provisions of agreement between two countries who have concluded a convention for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income , a person is a resident of both contracting states, his status shall be determined according to article 4 of the tax treaty.
If the residency prescribed on the basis of an international agreement  differs from the residency prescribed pursuant to the Estonian Income Tax Act, the provisions of the international agreement apply.

NB! The foreign tax authorities could determine PE – permanent establishment – to be in their country. If the Estonian tax board recognizes during control that Estonian company created by e-resident is operating in a foreign country and should pay it’s taxes there, EMTA will share that information with other country’s tax authorities.

Not every business model is suitable for the Estonian company. Our employees will advise you on how to minimize international taxation risks.

EXAMPLE OF CERTIFICATE OF RESIDENCY AND TAX LIABILITY FROM ESTONIA

WHAT INFORMATION DOES THE CERTIFICATE CONTAIN?

The certificate of residence and tax liability is issued by Tax and Customs Board from Republic of Estonia called in Estonian “Eesti Maksu- ja Tolliament”.

On the certificate of residence you can see the company name (“nimi”), company number (“registrikood”) and registered office address (“aadress”). The Tax and Customs Board confirms that OU company is a resident of Estonia according to the Estonian Income Tax Act for the purposes of the Estonian income taxation.

Every valid certificate of residency from Estonia needs to be signed by officer and to be stamped.

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How to appoint beneficial owner in RIK?

A beneficial owner is a natural person who owns the benefits of ownership even though right to some form of business is in another name. It also indicates any individual or group of individuals who, both directly or indirectly, has the ability to vote or control the transaction decisions regarding specific security, such as shares in a company

In the event of natural person holds at least 25 % shares in the company, he is treated as a beneficial owner.   Most of the companies have only 1 director and 1 shareholder with 100% shares.    In this scenario, the beneficial owner is the 100% shareholder, who are together the director of the company.

Look at the other example.    Company has 5 shareholders:

A keeps 20% shares, B – 30%, C-30%, D – 10% and E – 10% shares

in the share capital of the company.  Who is the beneficial owner of the company in this case?  Only B and C candidates because they have more than 25% shares in the company capital.  Persons called “B” and “C” should fullfill statutory duties and be appointed as “Beneficial Owners” to Commercial Registrar.

2.  WHICH ENTITIES ARE OBLIGED TO SUBMIT THEIR DATA TO REGISTRAR?

  • Private limited companies (OU companies)
  • Public limited companies
  • General partnerships
  • Limited partnerships
  • Commercial associations
  • Foundations
  • Non-profit associations
  • European company and European Economic Interest Grouping

3. BRANCH OF FOREIGN COMPANIES

As article no. 384 (2) of the Commercial Code stipulates:

“(2) A branch is not a legal person. The company shall be liable for the obligations arising from the activities of the branch.”

The legal entity registered under foreign law is responsible for its branch and receiving information concerning the beneficial owners, who control the company.    Branch of foreign companies is not obliged to appoint beneficial owners to Commercial Register.

SHAREHOLDERS, WHO ARE LISTED COMPANIES ON REGULATED MARKETS

Only subsidiaries belonging to companies listed on the stock market are obliged to appointing of beneficial owners.
Others – listed companies do not need to do it. If the not listed company has one shareholder – listed company
on the regulated market – you do not need to indicate the beneficial owner.

PENALTIES AND NOTIFYING OF RIK ABOUT UBO

The beneficial owner’s data needs are submitted within 60 days of 1 September. The entered data of beneficial owners in the RIK can be changed, confirmed or added. Needed details of beneficial owners in case of private limited companies:

1) The name of the person
2) The personal code from e-Residency card
3) Country of living
4) Place and date of birth in the event if e-ID is not issued
5) data of the manner in which the person exercises control

Max amount of penalty for a natural person is 32,000 EUR for the failure of submitting UBO to Commercial Register.

OUR ASSISTANCE

We can help you manage corporate records to indicate correctly the Ultimate Beneficial Owners of the company. We need to do with diffirent ways:

  • as your Attorney ( on grounds of Power of Attorney ) – you will issue POA in your country of living in the form of notarial deed and post this POA to our estonian office)
  • as your Attorney ( you will grant access via RIK with using e-ID e-Residency card)

OUR PRICING

APPOINTING OF BENEFICIAL OWNER for e-Residents

€ 100 ONE TIME FEE

APPOINTING OF BENEFICIAL OWNER by notary public (POA)

€ 300 ONE TIME FEE

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