In short
A company doesn’t die with its owner. Its crypto stays the company’s; your heirs get the shares, and someone has to be appointed to run the company before anyone can touch the coins. Plan two things: a legal route to a new director that doesn’t need a court, and keys that a successor can actually use. And don’t expect the tax reliefs for family businesses: a company that only holds investments rarely qualifies.
Shares, not coins
When the company owns the wallet, your death changes the shareholder, not the owner of the crypto. Three consequences:
- Your heirs inherit shares. The will, or the default rules, say who gets them. The company’s articles may add a right of first refusal for other shareholders (the Dutch blokkeringsregeling, for example).
- Someone must be able to act for the company. If you were the sole director, nobody can sign anything, open the vault or instruct the exchange until a new director is appointed. The articles decide how.
- The coins stay where they are. The company’s letter of instruction and keys are what the successor needs, exactly as for a private wallet, plus the corporate paperwork to prove they’re allowed to use them.
Who can appoint a new director
- United Kingdom (Ltd). Under the Model Articles, if a death leaves the company with no shareholders and no directors, “the personal representatives of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director” (Model Articles, art. 17). Companies formed before October 2009 on the old Table A may lack this clause and need a court order; check your articles.
- United States (LLC). The operating agreement comes first. Without one, state law applies, and in several states a single-member LLC dissolves after 90 days with no member unless the estate elects to continue it, California among them (California Lawyers Association). Name a successor member or manager in the agreement.
- Netherlands (BV). The shares pass to the heirs by law; they vote as the shareholders’ meeting and appoint a new bestuurder. Since 1 July 2021 new BVs must have a rule in their articles for who acts when all directors are absent or unable, the belet- en ontstentenisregeling, and existing BVs must add one at their next amendment of the articles (Dirkzwager). Use it: name a person, not just a procedure. The KVK’s advice on an ondernemerstestament covers the rest (KVK).
Whatever the country, write the route down in the company’s letter of instruction, with the documents the successor will need: articles, shareholder register, the resolution naming them.
Tax: don’t count on business relief
Most countries relieve inheritance tax on a trading business so that it can pass to the next generation. A company whose main activity is holding crypto is an investment company, and investment companies are excluded:
- UK: Business Property Relief doesn’t apply to a business “wholly or mainly” making or holding investments (HMRC, IHTM25261).
- Netherlands: the bedrijfsopvolgingsregeling requires an active business; “beleggingen vallen niet onder deze regeling” (Belastingdienst).
- US: the shares get a step-up in basis at death; the crypto inside a corporation doesn’t, so a later sale by the company is taxed on the old purchase price (The Tax Adviser). A single-member LLC that’s ignored for tax is treated as if you held the coins yourself.
The shares are valued at the company’s net worth, which is the crypto. Ask the company’s adviser what the heirs will owe, and whether holding privately would have been cheaper.
Setting up the keys for a company
A company wallet has the same problem as a private one, with an extra twist: the person who knows the keys and the person who’s legally allowed to use them may not be the same after a death.
- A multisig with roles. Two of three keys, held by different people: you, a second director or trusted adviser, and a custodian or a sealed backup. Unchained’s business vaults work this way, with Unchained holding one of three keys and the company two (Unchained); Casa’s business plans distribute keys across team members so that “no single person or device can move funds alone” and give accountants or trustees view-only access (Casa). For a do-it-yourself version, the sister site covers bitcoin multisig for a small business.
- A board resolution naming who holds which key and who may sign, kept with the company records. It’s what the successor shows the exchange or custodian.
- Exchange accounts in the company’s name, not yours. The company remains the customer when you die; the new director submits the updated corporate documents rather than a death claim. Check how your exchange handles a change of authorised representative.
- A company letter of instruction, separate from your private one, in the company’s records and with your accountant: where the keys are, who the successor director should be, which accounts exist.
- Keep company and private coins apart. Mixed wallets are a tax and legal mess for an executor.
One-person companies
If you’re the only director, only shareholder and only keyholder, the company is you with extra paperwork, and your death freezes it. Appoint a second person to at least one key now, even if they can’t spend alone, and write the succession route into the articles. Then the heirs inherit a company that works, rather than a safe nobody can open.
Next: When the heir is a child.