LLP liquidation statement signed by partners of the company
Pavel Durov has filed to liquidate the British company Telegram Messenger LLP. This follows from materials British National Register of Legal Entities. On January 4, 2019, a document was published there Application to strike the limited liability partnership off the register , in which the founder of the Telegram messenger informs all interested parties about the liquidation of the limited liability partnership.
The statement was signed on December 19, 2018 by the partners of the British LLC, with whom the messenger was launched. They are Telegram Messenger Inc. of the Virgin Islands and Telegraph Inc. of Belize.
Interestingly, it was from Telegram Messenger LLP that the Russian secret services demanded encryption keys from the messenger and it is this company that is listed in the register of Roskomnadzor. Now the firm is being liquidated, but it is unlikely that this automatically means the abolition of the messenger’s blocking in Russia, thinks RBC.
Lawyers have suggested that getting rid of the ballast may be related to the imminent release of the cryptocurrency. According to the investment memorandum, the developers of TON planned to launch the platform by the end of 2019, otherwise they will be forced to return funds to investors who invested in the ICO. According to Alexander Pakhomov, a managing partner at Law and Business Management Company, it is likely to be about radical changes in the structure of Durov’s business, which in addition to the messenger includes a number of both related and unrelated projects.
As explained by Konstantin Bochkarev, counsel at the law firm CMS in Russia, the English partnership LLP (limited liability partnership) is a common form of doing business for young Internet companies: "This form is convenient only at an early stage – LLP can be quickly and cheaply registered, and the UK is a respectable jurisdiction. However, when a company begins to actively conduct operational activities, this form becomes inconvenient because of the difficulties that such a tax regime brings, as well as the risk of liability of partners, " explained Bochkarev.
Yuri Brisov, founder of Legal Financial Creative Solutions, suggested that the liquidation of Telegram Messenger LLP could also be explained by the UK leaving the European Union this spring. "Many companies aiming to do business in the European Union are leaving the UK. One painless way to end their presence in the region is through voluntary liquidation, " he explained.
And Stanislav Sokolovsky, a senior lawyer at GMT Legal, attributes the liquidation of Telegram Messenger LLP to changes in Virgin Islands law that took effect on January 2, 2019. These changes are forcing many large companies to restructure operations at this time, Sokolovsky explained.
In general, the specific reasons for the liquidation of the British company are completely unclear. It is only clear that these reasons are really many. Pavel Durov himself has not officially commented on anything.
In any case, Pavel Durov conducts his main business through other firms. In February 2018, Telegram Group Inc. and TON Issuer Inc. (both registered in the British Virgin Islands) in a private placement of securities raised $850 million from 81 investors. That figure was published in the companies’ filings with the U.S. Securities and Exchange Commission (SEC).
The sale of Telegram securities raised more money than the IPOs of almost all Russian companies in recent years. And it is also a world record for the size of an ICO – no foreign startup has come close to such sums. Although Telegram’s offering is not an ICO in the full sense, because the securities were sold for fiat.
As mentioned above, under the terms of the agreement, Telegram intends to release its own cryptocurrency Gram (Gram) and launch the blockchain platform Telegram Open Network (TON). If the platform is not launched by October 31, 2019, Telegram promises to return the money to investors.