EMI License in Estonia (Electronic Money Institution)

Estonian legislators have adapted the Directive on payment services of the Council of Europe; as a result, non-residentsare entitled to open financial institutions in this country, including EMI in Estonia that may issue electronic money. Moreover, EMI license in Estonia has the ability to:

  • deliver payment services;
  • issue loans, though on restricted terms, that is, to issue only those related to payment transactions. Since the Estonian legislation indicates that the loan provision is feasible only to achieve the main purpose. That is, for successful transactions, the money should be returned within the next 12 months. Moreover, to cover the associated risks, the payment institution should have the adequate amount of its own money;
  • to deliver a range of additional services related to the core activities;
  • deliver any other services, not related to payments, if the legislation does not prohibit it.

As per the current regulations, the EMI payment system license in Estonia can be purchased by legal entities only.  These include:

  • joint-stock companies abbreviated as AS;
  • share partnerships (OÜ).

And in any of these cases, the mandatory share capital is equal to 350 thousand Euros as defined by the Estonian legislation. As per the current rules, they should be credited to the accounts of the payment institution.  That is, the owners always have access to them, but you can not display them or use them in any other way.

Requirements for joint-stock companies

Any such legal entity is obliged to:

  • to have a permanent independent auditor, it is always necessary to conclude a contract to confirm this;
  • have the adequate personnel. That is, the company should consist of at least 4 people, 3 of them should be members of the governing body (Board of Directors). And the fourth shall be a member of the Board. Individuals are entitled to hold these positions.

The founders of the company can be presented in any number of persons and no matter who they are: whether legal, or natural persons.

Shares of any company with the founders who have decided to purchase a license should be registered in the securities center, and this should be done at the stage of document preparation.

Requirements to joint-stock corporations

Any such company should:

  • regularly cooperate with the independent auditor to be performed on the contractual basis;
  • have a member of the Board, at least one;
  • have a founder.

It should be noted that the co-founder of the partnership shall be entitled to be legal entities and individuals, and the latter have the opportunity to be members of the Board.

Stages of the company creation

The founders, to create an organization that has the right to obtain the necessary license, must perform a number of actions:

  • hire an auditor by signing a contract with him;
  • to prepare the well executed decision on incorporation;
  • prepare articles of association according to which the company shall perform;
  • open a current account in the name of its founder;
  • open an account for securities, where this condition is complied with only after the account is opened in the name of the founder and this is a mandatory rule;
  • open a regular current account;
  • deposit the required share capital in the account opened earlier.

The last requirement for the joint stock companies is the registration of existing shares in the so-called securities center.

It should be remembered that all the documents so prepared (for example, articles of association, the decision confirming the establishment) should be registered with a notary otherwise they have no legal force.

The practice shows that: the joint stock company shall be ready to initiate the procedure to obtain a license approximately one month as the prep-action started, and the OÜ – within 2 weeks.

The list of documents required to establish a payment institution, to obtain an EMI  license in Estonia

Pursuant to the legislation, the license of the EMI payment system in Estonia can be provided only after the constituent documents are submitted. These include:

  • a copy of articles of association;
  • the document to confirm that the company has the share capital to be paid or fully paid;
  • business plan, which means that you are required to explain why payment services delivery is sought-after;
  • the balance sheet at the time of commencement of activities, review of expenses/income. If the partnership seeks for license, you have to submit the balance sheet and attach the income statement thereto. If the company runs for a long time, it should report on the last 3 years, when the period of activity is less than above, a document is provided indicating the information for the shorter period of time. Only the latest versions of balance sheets and reports are required;
  • the description of how the payment facility plans to comply with the requirements to protect and store its customers’ funds;
  • the accounting rules, as well as the planned internal regulations, if not yet elaborated, then the listed documents are allowed to be replaced by projects;
  • the information of technical and information systems, means which are expected to be used for the purpose of security, control, necessary for the qualitaty delivery of authorized payment services;
  • the description of the planned organizational structure, if you plan to open branches, then you should specify how they will be used;
  • the information on all persons holding a significant share in the company;
  • the information of top managers. Moreover, in addition to personal information, the evidence of their reliability is recommended to submit;
  • the information of enterprises where the share of the future owner of the payment system exceeds 20%;
  • information of the auditor.

The binding procedure is the description of measures and control system to ensure that attempts to confront to money laundering, to the effective extent.

In addition, if the company runs, the amount of its owned funds should be confirmed in writing. The auditor’s report should be attached as the evidence.

It is binding to specify the principles of functioning of the payment system to be opened at that, they should be pre-approved by the Estonian Financial Regulator. The other important document is the draft rules of enterprise operation.

The payment system licensing in Estonia is granted for 3-6 months since the date when all the above information is submitted. The specified term shall be specified for inspections as per the legislation.

Registration services

Our specialists will do all the steps you are required to do. These include:

  • full support during the registration process, including assistance in search, appointment of an auditor, preparation of all documents, all accounts opening, etc;
  • support in preparing the application and submitting it to the Financial inspection;
  • consultations on various legal and accounting issues;
  • payment of state fees;
  • assignment of the legal address.

Moreover, our employees are willing to formulate all the required powers of attorney, to  translate and to render assistance with other matters.
EMI license in Estonia is the great choice. In the country, there are few payment institutions and this will help to distinguish against the other more effectively.

We can also assist with the following services:
– Obtaining active/passive SWIFT/BIC
– Obtaining issuing license for VISA/MasterCard/China Union Pay/American Express
– Obtaining acquiring license for VISA/MasterCard/China Union Pay/American Express
– and many other services for EMI license in Estonia

Please contact our specialists to get more information on EMI license in Estonia, licensing procedures, requirements for management board/shareholders and costs.

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