How Binance Hides Its Legal Structure From Users and Regulators

Investigations
21.06.2020

Binance exchange took off in 2017. In a few months’ time, it became one of the leading platforms by trading volume. By now, it’s got a multitude of new services and clients all over the world.

Although, to this day, Binance hasn’t disclosed its legal structure, locations of its offices, and the name of the company responsible for keeping users’ money safe.

In May 2020, Unchained’s Laura Shin asked Binance CEO Changpeng “CZ” Zhao about the company’s HQ. CZ replied that not having an HQ is “the beauty of the blockchain” and Bitcoin doesn’t have an office. He added that the company has employees in 50 countries and the office is wherever he sits and meets people.

When asked about the company’s taxes, Zhao said that they don’t hide anything, although Binance is not a traditional company but rather “just a team working together really well.”

In the end, Laura Shin didn’t get the answer and was surprised that CZ avoids this particular topic while talking readily about other things.

ForkLog looked into what’s known about the thoroughly masked legal structure of the large crypto-exchange.

Was There a Move From China?

Binance was launched in China in the summer of 2017. By September, the government toughened the crypto-industry regulation and Binance left the country, at least officially. It isn’t known for sure where did the exchange move its headquarters. In October 2017, in an interview with news.bicoin.com, CZ claimed that the platform moved the IP addresses from Hong Kong to the British Virgin Islands and “other locations.”

On December 1st, 2017, TechInAsia published an article with CZ’s comments that said that Binance works from Tokyo, both the team and the servers left mainland China a week before the ban, and Zhao has been working on closing the Hong Kong office.

Reddit still has logs of conversations on the matter with Binance representatives. There, one of the users asked about the HQ and got a reply saying that the company’s offices are located in Tokyo and Shanghai, but the full addresses are not disclosed for security reasons. Similarly, another user who needed to know Binance’s Hong Kong office address couldn’t get the information because of security reasons.

In January 2018, Bloomberg wrote that Binance is located in Hong Kong. In March 2018, the South China Morning Post also mentioned that the company is based in Hong Kong. The litigation between a California venture company Sequoia Capital and Zhao, who won the case, also took place in HK. Hong Kong registry does include a company called Binance (Hong Kong) Limited existing between September 28th, 2017, and September 7th, 2018.

Hong Kong is a special administrative region of the People’s Republic of China with substantial autonomy. Still, it’s China’s territory. Moreover, the company’s support confirmed the existence of the Shanghai office.

In late 2019, The Block reported about a police raid in Binance’s Shanghai office allegedly housing 50 to 100 employees. Initially, Binance denied the fact that the office exists. The company’s support tweeted that it’s all rumors and the platform doesn’t have a “fixed” office in China. Later, CZ hinted that the news about the police raid is made up by competitors and claimed that Binance “hasn’t had an office in Shanghai for more than two years.” Zhao deleted the tweet in question, but the internet remembers.

Binance accused The Block of disseminating fake news and CZ threatened the journalists with a lawsuit. As a response, the media published an exhaustive article telling about not one but two Binance offices in Shanghai with photos on the side. Twitter users also found a report from Chinese TV about the closure of the company’s office showing law enforcement getting involved.

A month before the alleged raid, CoinDesk also mentioned Binance’s Shanghai office. The platform hasn’t disproved it back then.

Zhao himself called the idea of having HQ’s and offices obsolete. Nevertheless, in March 2020, CZ announced that the company’s educational division will be getting a new office in Shanghai. Even earlier, in summer 2019, CZ had hoped to open a London office “very soon.”

Just recently, Reuters reported that Binance will launch a regulated exchange in the UK at binance.uk. The British companies register has an entry for BINANCE DIGITAL LIMITED stating a Binance employee Wei Zuowen as one of the directors. Changpeng Zhao holds 75% of the shares. The entity was registered on November 29th, 2019.

The registry also lists two other companies controlled by Zhao BINANCE EUROPE LTD (established in March 2020) and BINANCE MARKETS LIMITED (established in March 2015). Up until June 10th, 2020, the latter has been called EDDIEUK LTD. Zhao took control of the company on June 8th.

In April 2020, Binance registered the address binance.cn with China’s Ministry of Industry and Information Technology. The application was sent by a company called Shanghai Bi Nai Shi Information Technology LLC.

Leaving Japan For “Spiritual Headquarters” In Malta

The default story floating around in the media says that after leaving China, Binance moved to Japan. According to Bloomberg, in winter 2018, Binance together with other large exchanges from China sought to get licensed in Japan.

Zhao’s success story published on Forbes in February 2018 reads that the company leased a small office in Japan. At the same time, Binance was hiring developers and support specialists in Taiwan.

A month later, instead of the license, Binance received a warning from Japan’s financial watchdog stating that the company isn’t allowed to operate in the country.

CZ denied the fact of the warning and went on to accuse Nikkei, the agency that broke the news first, of irresponsible journalism.

Later, the platform acknowledged that it has problems with the regulator and announced that it’s going to move the HQ to Malta. After the failure in Japan, the platform turned to the “blockchain island” with favorable laws. Binance was welcomed by the island nation’s prime minister Joseph Muscat himself.

Being a member of the EU, Malta was going to become the base for Binance’s expansion to Europe.

In June 108, Binance created a bank account on the island to be able to support the euro and introduce trading pairs with it. The same month, the exchange promised to support the MSX Fintech Accelerator, a development program for fintech startups and entrepreneurs run by Malta Stock Exchange. Shortly after, Binance and MSE signed the memorandum of understanding and agreed to launch a regulated platform for security token trading.

In July 2018, Binance purchased a share in a Maltese bank Founders Bank. In October 2019, the exchange ramped up its investment. The goal was to gain access to the infrastructure and offer the full scope of banking services.

Since 2018, Founders Bank is waiting to get the European and Maltese banking licenses. The joint project of Binance and MSE hasn’t been launched yet.

Joseph Muscat, the main evangelist of the “blockchain island,” got embroiled in a corruption scandal involving the murder of a journalist Daphne Caruana Galizia. In January 2020, he resigned. After that, the authorities’ view on crypto-businesses has changed.

A month after Muscat left the seat, Maltese financial watchdog MFSA reiterated that Binance “is not authorized by the MFSA to operate in the cryptocurrency sphere.” This news confused the community. According to the MFSA’s statement, Binance lost interest in the license back in autumn 2019. As it turned out later, dozens of crypto-companies failed to get Maltese license.

In response to the news, CZ said that Binance doesn’t have a headquarters and doesn’t operate in Malta. He claimed that the platform is being governed in a “decentralized” manner with the goal to create a DAO in mind. He didn’t explain how it works with a centralized exchange, administration, and the hierarchy of government with CZ at the top.

Binance’s chief growth officer Ted Lin shed a bit more light on the matter. He told DeCrypt that the platform has compliance and support specialists in Malta, but there’s no headquarters whatsoever.

“It’s the spiritual headquarters,” he said.

Malta Business Registry has mentions of companies Binance Marketing Services Ltd (C 85602) and Binance Europe Services Ltd (C 85624). The entities have been registered on the 9th and 10th of April, 2018, respectively, and use the same legal address.

Crypto-Fiat Platforms

Part of the Binance empire is crypto-fiat exchanges. Since the rules for crypto-business are different in each country, Binance decided to open compliant trading platforms in favorable jurisdictions and make them available to local users only.

This allowed the company to open a fiat gateway and launch trading pairs with local national currencies. One of these is Binance Jersey registered on Jersey Island, a British Crown dependency near the coast of Normandy. Available to users from the UK and the EU, the platform supports trading pairs with BTC and ETH against the euro and British pound.

Each of these local exchanges has its own legal entity:

In early June, Zhao and the founder of LCX Monty Metzger had an argument on Twitter. The conflict suggests that the partnership didn’t go well. CZ called Metzger a scammer who used the Binance brand to deceive others and said they have no partnership ties. Metzger stated that Binance LCX AG is in liquidation status, but the founders still had their obligations before creditors.

Binance also has an entity in South Korea called Binance Co. Ltd. In partnership with a fintech startup BxB, it is meant to manage Binance’s support center.

For a while, launching crypto-fiat exchanges was all the rage. Binance was going to open up to 10 local platforms. Yet, the platforms that were already up and running failed to attract enough attention.

Back then, Binance decided to focus on the main platform. In 2020, CZ promised to add support for 180 new currencies on binance.com.

Who Owns Binance.com Website?

The least transparent of all are Binance’s ties to offshore jurisdictions. In April 2018, Binance signed a memorandum of understanding with the government of Bermuda.

Zhao signed the memorandum on behalf of Binance Holdings Limited. This name has been mentioned in a Bloomberg article from summer 2018. Further on, the media referred to this particular company when writing about the exchange. Moreover, in official press releases, Binance mentions Binance Holdings Limited as the company owning binance.com.

According to DeCrypt, Binance Holdings Limited was registered back in 2017 in the Cayman Islands. The company is mentioned in the local registry and has nine trademarks to its name, including logos of the Binance exchange and the Binance Chain project.

DeCrypto also pointed out that in 2019, a company called Binance Investments Company was registered in Seychelles, another offshore location. In autumn 2019, Binance announced the acquisition of a crypto-derivative trading platform JEX (JEX Technology Limited) based in Seychelles. The platform was later renamed to Binance JEX. The same month, Binance launched its main crypto-futures trading platform Binance Futures.

Where To Sue Binance?

Every online service has to put its Terms of Use agreement somewhere on the website. Binance.com has one as well. In the document, there’s a section dedicated to dispute resolution and lawsuits.

After the Maltese regulator published its statement in February 2020, Binance removed mentions of Malta from the agreement, namely the part where users should address their claims to в Binance Europe Services Ltd based in Malta.

Now, the agreement only says that disputes can be resolved in any court that has jurisdiction over one of the parties. Potential plaintiffs are encouraged to send details to legal@binance.com.

Internet Archive has the old version of the document dated February 15th, 2020. It says that disputes go through the Singapore International Arbitration Centre or the Small Claims Tribunals of Singapore. Binance Asia Services Pte. Ltd., the company operating the platform at Binance.sg, is under Singapore jurisdiction.

In February, Binance Holdings Limited applied for Singapore’s cryptocurrency operations license but it is not clear whether the exchange has it. Binance refused to comment on the company’s legal structure.

List of Companies

To summarize, here’s the list of companies affiliated with Binance. It isn’t exhaustive and doesn’t include companies acquired by Binance or those in which Binance has a share.

  • Binance Holdings Limited (the Cayman Islands, has a subsidiary)
  • Binance Investments Company (Seychelles)
  • Binance Co. Limited (South Korea)
  • Binance Europe Services Limited (Malta)
  • Binance Marketing Services Limited (Malta)
  • Shanghai Bi Nai Shi Information Technology LLC (China)
  • Binance (Switzerland) AG (Zug, Switzerland)
  • Binance Digital Limited (UK);
  • Binance Europe Limited (UK);
  • Binance Markets Limited (UK);
  • Moon Tech PTY Limited (Australia, mentioned at card.binance.com);
  • Binance Jersey Exchange Limited (Jersey Island);
  • Binance (Jersey) Limited (Jersey Island);
  • Binance Uganda Limited (Uganda);
  • Binance Asia Services Pte. Limited (Singapore);
  • BAM Trading Services Inc. (U.S., partner company);
  • Binance LCX AG (Liechtenstein, undergoing liquidation).

Zhao himself has been called a resident of Taiwan in a recent lawsuit, while the documents of Binance (Switzerland) AG and British companies mention that he has Canadian citizenship.

This is an adaptation of the original Russian-language article by Nick Schteringard

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