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Web3 / blockchainAustin, Texas, USAOctober – November 2024

A US-based Web3 founder set up a MiCA-aligned EU operating company in 4 weeks.

Pre-seed Web3 protocol moving from a Wyoming LLC to an EU-domiciled operating company ahead of the MiCA rollout. Needed a base, not a token-issuance vehicle.

4 weeks
Time to operational entity
2
EU hires in month 2
1
DD revision rounds

The challenge

Investors had asked for an EU-domiciled operating entity to handle development hiring, EU-resident contributor payroll, and a future MiCA-aligned services pathway. Cyprus and Malta were the obvious picks but felt slow and expensive. The founder wanted a serious EU jurisdiction that wouldn't raise eyebrows in due diligence.

What we did

  • Bulgarian OOD with two shareholders (the Wyoming LLC + the founder personally)
  • Articles of Association drafted with provisions for future option-pool issuance
  • Bookkeeping set up to cleanly separate dev-services revenue from any future token-related activity
  • Pre-MiCA review of the planned services scope with our compliance partner
  • Initial banking via Revolut Business + a local bank for BGN payroll

The outcome

  • EU operating entity live in 4 weeks, including bank, VAT, and payroll readiness
  • Two EU-resident senior developers hired in month two, paid through BG payroll
  • Due-diligence pack for the seed round closed in one back-and-forth
  • Clear roadmap for MiCA-aligned licensing if/when the protocol launches services
"Our lead investor specifically called out 'Bulgaria — sensible' in the IC memo. That's exactly what we wanted."
Co-founder, Web3 protocol — incorporated Q4 2024

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