Pavel Durov liquidates Telegram Messenger LLP

LLP Liquidation Statement signed by the company's partners

Pavel Durov filed an application for the liquidation of the British company Telegram Messenger LLP. This follows from the materials of the British State Register of Legal Entities. On January 4, 2019, a document was published where 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 British LLC, with whom the messenger was launched. This company Telegram Messenger Inc. from the Virgin Islands and the company Telegraph Inc. from belize.

Interestingly, it was from Telegram Messenger LLP that the Russian special services demanded to provide encryption keys from the messenger and that this company was included in the Roskomnadzor registry. Now the company is being liquidated, but this hardly means automatically the cancellation of the blocking of the messenger in Russia, RBC believes .
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Lawyers suggest that getting rid of the ballast may be associated with the imminent release of cryptocurrency. According to the investment memorandum, the TON developers planned to launch the platform by the end of 2019, otherwise they would have to return the funds to investors invested in the framework of the ICO. According to Alexander Pakhomov, managing partner of UK Law and Business, this is most likely a fundamental change in the business structure of Durov, which, in addition to the messenger, includes a number of related and unrelated projects.

As explained by Konstantin Bochkarev, an adviser to the CMS law firm in Russia, the LLP English Partnership (Limited Partnership) is a frequently found form of doing business for young Internet companies: The United Kingdom is a respectable jurisdiction. However, when the company begins to actively conduct operations, this form becomes inconvenient due to the difficulties that such a tax regime carries, as well as the risk of liability of partners, ”explained Bochkarev.

The founder of the company "Legal and financial creative solutions" Yuri Brisov suggested that the elimination of Telegram Messenger LLP can also be explained by the fact that this spring the UK will leave the European Union. “Many companies targeting businesses in the European Union are leaving the UK. One of the painless ways to cease its presence in the region is voluntary liquidation, ”he explained.

And the senior lawyer at GMT Legal, Stanislav Sokolovsky, associates the liquidation of Telegram Messenger LLP with changes in the legislation of the Virgin Islands, which came into force on January 2, 2019. These changes are forcing many large companies to restructure their activities at the moment, Sokolovsky explained.

In general, the specific reasons for the liquidation of the British company are completely incomprehensible. It is clear only that these reasons are really a lot. Pavel Durov himself does not officially comment on anything.

In any case, the main business of Pavel Durov leads through other firms. In February 2018 the company Telegram Group Inc. and TON Issuer Inc. (both registered in the British Virgin Islands) attracted $ 850 million from 81 investors in a private placement of securities. This figure was published in the reporting of companies before the US Securities and Exchange Commission (SEC).

The sale of Telegram securities has raised more money than the IPO of almost all Russian companies in recent years. And it is also a world record in ICO size - not a single foreign startup has ever come close to such amounts. Although the placement of Telegram is not an ICO in the full sense, because the securities were sold for Fiat.

As already mentioned, under the terms of the agreement, Telegram intends to release its own cryptocurrency Gram (gram) and launch the blockgram-platform Telegram Open Network (TON). If the platform is not launched before October 31, 2019, Telegram promises to return the money to investors.