Corporate & Tax Lawyer

Location: World, ideally Cyprus Corporate Governance Maintain and continuously update the corporate governance frameworks for both regulated entities — covering board composition, director duties and conflicts of interest, quorum and voting requirements, shareholder rights, and written consent procedures under each entity's applicable corporate law. Draft, review, and maintain all board resolutions, shareholder resolutions, unanimous written consents (UWCs), and formal meeting minutes; ensure resolutions are correctly framed, fully authorised, and filed with the relevant registry or regulator where required. Manage all director and UBO change processes end-to-end — appointment and resignation documentation, regulatory pre-approval applications where the regulator requires prior notification, registry filings, and internal register updates. Own the entity compliance calendar for both regulated entities: annual returns, licence renewal filings, good-standing certificates, share registry maintenance, registered office and registered agent obligations, and all statutory filing deadlines. Advise on corporate restructuring, share transfers, ownership changes, and changes to group holding structure as they affect the two regulated entities, including the sequencing of regulatory notifications and approvals required before execution. Maintain a live corporate record for each entity — capturing incorporation documents, licence copies, share register, director register, UBO declarations, and material corporate events — as a single source of truth for the division's legal and compliance function. Manage relationships with registered agents, corporate services providers, and external corporate counsel across the relevant jurisdictions, including coordinating KYC/KYB renewals, reviewing mandates, and ensuring service quality. Regulatory Licensing & Supervisory Relations Own and manage all licensing obligations for the VASP authorisation and the EMI licence — including renewal applications, material change notifications, approved person filings, controller notifications, and any licence condition amendments required as the businesses evolve. Maintain a live regulatory obligations register for each entity, mapping each licence condition and ongoing supervisory requirement to an owner, a deadline, and a current compliance status. Advise on the regulatory perimeter as the businesses develop new products, enter new markets, or onboard new client segments — assessing whether new activities trigger additional authorisation requirements, notification obligations, or changes to existing licence conditions under the applicable VASP and EMI frameworks. Draft, review, and update all regulatory submissions: business plan updates, fitness-and-propriety assessments, safeguarding arrangement attestations, prudential capital attestations, governance attestations, and any other documentation required for ongoing supervisory engagement. Act as the primary internal point of contact for all regulatory correspondence from the VASP supervisor and the EMI regulator; coordinate and supervise external regulatory counsel on complex licensing matters; brief the CLO on examination findings, supervisory queries, and material regulatory developments affecting the division. Manage the approved persons and key function holder framework for both entities: advise on appointment requirements, regulatory fitness-and-propriety standards, notification timelines, and departure procedures; maintain accurate records of all approved individuals and their approved functions. Monitor legislative and regulatory developments in the VASP and EMI space — including MiCA implementation, FATF Recommendation 16 (Travel Rule) technical standards, and evolving EMI safeguarding requirements — and produce timely internal briefings on implementation obligations and timelines. Payment Infrastructure — Legal & Partner Structuring Lead the legal build-out and ongoing maintenance of the payment infrastructure for both entities: negotiate, draft, and manage agreements with correspondent banks, EMIs, payment service providers (PSPs), crypto exchanges, liquidity providers, on/off ramp partners, and custody providers. Assess proposed banking and PSP terms for regulatory compatibility — including IBAN issuance rights, pass-through permissions, flow-of-funds authorisations, acceptable use policies governing crypto-related activity, sub-licensing restrictions, and settlement and reconciliation mechanics — flagging terms that create regulatory exposure or operational restriction for the entities. Advise on the legal requirements and risk management framework for establishing and maintaining banking and payment relationships in the context of high-risk industry operations — including the legal structuring of enhanced due diligence representations, use-of-account undertakings, and contractual protections against unilateral de-risking. Support the business on structuring new payment flows: multi-currency account architectures, crypto-to-fiat and fiat-to-crypto conversion arrangements, stablecoin settlement mechanics, cross-border remittance structures, and IBAN-based fiat clearing integrations — ensuring each proposed arrangement is legally and regulatorily sound before operational deployment. Review and maintain master agreement packages for all banking and payment partnerships, including account operating agreements, correspondent banking agreements, technical API access agreements, sub-custody and safekeeping arrangements, and framework agreements with exchange and liquidity counterparties. Advise on the legal treatment of client funds under the EMI safeguarding regime — including the selection and documentation of safeguarding methods, the legal structure of safeguarding accounts, and the obligations arising from changes in safeguarding asset composition. AML/CFT Legal Framework & Financial Crime Compliance Support Review and advise on the legal adequacy of the AML/CFT policy frameworks for both entities, ensuring alignment with applicable regulatory requirements — including the Travel Rule (FATF Recommendation 16) for the VASP entity and the EMI's obligations under the applicable money laundering regulations. Advise on the legal aspects of client onboarding frameworks — KYC/KYB documentation requirements, politically exposed person (PEP) and sanctions screening obligations, source-of-funds and source-of-wealth evidencing requirements, and the legal basis for client acceptance and rejection decisions. Review and advise on Travel Rule implementation: the legal requirements for originator and beneficiary data transmission, the selection of Travel Rule solution providers, and the contractual framework for inter-VASP data exchange. Support the compliance team in responding to regulatory information requests, suspicious activity reporting queries, law enforcement inquiries, and financial intelligence unit (FIU) engagement on matters with a legal dimension. Day-to-Day Regulated Entity Legal Support Provide day-to-day legal support to the compliance, operations, product, and finance teams on questions arising under each entity's licence conditions, regulatory obligations, and corporate governance framework. Review and approve client-facing terms and conditions, account agreements, fee schedules, onboarding documentation, and client classification procedures for both regulated entities, ensuring consistency with applicable regulatory requirements. Draft, review, and maintain material commercial agreements — including institutional client agreements, introducing partner agreements, payment processing agreements, exchange connectivity agreements, and technology licensing arrangements — for both entities. Advise on regulatory capital, prudential requirements, and safeguarding obligations for the EMI, including minimum capital thresholds, own funds calculations, and the legal implications of approaching or breaching regulatory capital floors. Support the CLO on periodic and ad hoc regulatory reporting, supervisory submissions, and correspondence with the VASP supervisor and EMI regulator. Obligatory Qualified lawyer with at least six years of post-qualification experience, the majority of which has been spent in the payments, electronic money, or digital asset sectors — not in conventional banking or general corporate practice. Hands-on regulatory licensing experience in the payments and/or digital asset space: you have personally driven at least one EMI, PI, VASP, or equivalent licence application through to full authorisation, including business plan preparation, fitness-and-propriety assessments, and AML/CFT policy framework drafting. Deep working knowledge of at least one EMI/PI regulatory framework — FCA Payment Services Regulations 2017, PSD2, or equivalent — and at least one VASP/digital asset regulatory framework — MiCA, VARA VASPs and VASMs Regulations, FATF Recommendation 15 and 16 standards, or equivalent. Solid corporate law foundation: comfortable drafting board resolutions and UWCs, managing director and UBO change filings, advising on director duties and shareholder rights, and maintaining statutory registers across common law jurisdictions. Practical experience reviewing and negotiating payment infrastructure agreements — correspondent banking agreements, PSP terms, exchange connectivity agreements, and custody arrangements — particularly for clients or entities operating in high-risk industries. Demonstrable familiarity with AML/CFT frameworks as applied to payment institutions and crypto asset service providers, including FATF Recommendation 16 (Travel Rule), virtual asset typologies, and the legal aspects of sanctions screening and PEP management. Experience advising on EMI safeguarding obligations: safeguarding methods, account structure, eligible safeguarding institutions, and the legal documentation required to maintain a compliant safeguarding arrangement. Excellent written English — able to produce precise, well-structured legal memoranda, regulatory submissions, board papers, and commercial agreements to a standard suitable for submission to a Tier 1 financial regulator. Preferably Prior in-house experience at a crypto payment processor, EMI, or payments fintech, where the candidate held primary responsibility for regulatory licensing and corporate governance across the regulated entity. Exposure to FATF grey-list jurisdictions and the compliance and banking access challenges that accompany operating in or with counterparties from those markets. Experience with safeguarding audits, wind-down planning, and resolution frameworks for regulated EMIs and payment institutions. Familiarity with crypto and digital asset tax classification questions as they intersect with the regulatory and corporate governance work of a VASP or EMI — including the characterisation of tokens (utility, security, payment), DeFi yield, and staking rewards for entity-level regulatory reporting and licence condition disclosure purposes. Experience advising on the legal and regulatory framework for stablecoin issuance, redemption, and reserve management under emerging regulatory frameworks. Reliability: official employment from the first day, bonuses, annual employee review (salary review or bonus, feedback on work results) Stability: our clients are in different countries, therefore we are ready for any changes in work of any country Development: a lot of projects and products, which means increasing expertise in working with different technologies, or even switching to completely new ones for you within the company Active corporate life: we participate in thematic conferences and forums in our cool sphere of business, corporate parties in the best restaurants of the city with participation of stars, etc Comfort: Offices are in different countries. You can work from anywhere in the world