When a director also holds bitcoin personally

Declare the interest, record it, and keep company approvals separate from personal ones.

Welcome to issue 3 of the IoT Financial newsletter: one treasury lesson a week for small companies in the UK and the US that hold, or are thinking about holding, bitcoin.

This week is about conflicts of interest when a director also holds bitcoin personally. The point is not to stop personal holdings. It is to declare them, record them, and keep company decisions separate from personal ones.

This week's lesson: conflicts of interest

A director who already holds bitcoin personally is not barred from taking part in a company decision about bitcoin. What matters is that the board can see the interest, that the minutes show it was declared, and that the person who proposes, approves or signs for the company is not the only person checking their own idea.

Here are three habits that keep that clear.

1. Declare before the discussion, not after the vote. In the UK, Companies Act 2006 section 175 covers the duty to avoid conflicts of interest, and section 177 covers declaring an interest in a proposed transaction or arrangement. In the US the exact wording depends on the state of incorporation and the company's own documents, but loyalty and disclosure are the usual themes. Before the board discusses a company allocation, each director should say, in plain terms, whether they hold bitcoin personally, roughly how material that holding is for them (without needing wallet addresses), and whether they have any other interest in a provider the company might use. Write the declaration into the minutes before the decision is taken.

2. Record it where the next person will find it. A declaration that lives only in someone's head is useless when an accountant, auditor, investor or new director asks how the decision was made. Keep the declaration with the board minutes and with the treasury policy. If the policy has a section for declared interests or for separation of duties, fill it in. When a director's personal position changes in a material way, update the record at the next meeting rather than waiting for the annual review.

3. Separate the duties that can be separated. A director with a personal holding can still vote, where the company's rules allow it, once the interest is declared. What they should not do alone is every step of the same decision: proposing the size, approving the purchase, moving the company's funds, and signing the wallet change. Name a second approver for purchases and for changes to custody. Prefer a 2 of 3 multisig (or a regulated custodian with dual control) so no single laptop or single person can move company bitcoin. Keep personal wallets and company wallets on different devices and in different records. Never mix personal and company coins in one wallet.

None of this is a substitute for advice from your solicitor or attorney. It is a practical pattern so that, when someone later asks "who knew what, and who could move what?", the file has an answer.

UK update: FCA cryptoasset regime still pointed at October 2027

We checked the FCA's page on the new cryptoasset regime on 5 November 2026. The page was last updated on 2 November 2026. It says the new cryptoasset regime is expected to come into force on 25 October 2027, that the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026 were made on 4 February 2026, and that cryptoasset firms can now apply for authorisation or to vary existing permissions. On 30 June 2026 the FCA published final rules and guidance that will apply to firms granted permission under FSMA on or after that commencement date.

A separate FCA page on the use of section 21 approvers for cryptoasset financial promotions, last updated 30 June 2026, states that firms currently using an s.21 approver that apply for authorisation during the application period of 30 September 2026 to 28 February 2027 may continue to use that approver until the application is determined. Firms that do not apply before the new regime must run off their UK cryptoasset business before commencement.

For a small company that only holds bitcoin on its own balance sheet, and does not provide cryptoasset services to customers, the main practical point is still about the providers you may use, not about a new licence for the company itself. Ask your advisers how the timeline affects any exchange, custodian or payment firm you rely on. Do not treat this note as a finding that your company needs FCA authorisation.

• FCA: A new regime for cryptoasset regulation
• FCA: Cryptoasset firms: use of s.21 approvers

Worked example (UK, illustrative)

Example Ltd is an invented company and all figures are examples.

Example Ltd's board is considering a £20,000 allocation to bitcoin from cash above its protected reserve. One director already holds bitcoin personally. Before the vote:

1. That director declares the personal holding in the meeting. The minutes record that the interest was declared, that the director stayed for the discussion, and that no provider fee or referral was involved.
2. The board names a second director as the second approver for any purchase and for any change to custody, so the declaring director is not the only person who can move company funds.
3. The draft treasury policy's approvals section is updated to require two approvers for purchases above a stated amount, and to keep a register of declared interests with the minutes.
4. No purchase is made until the minutes and the policy update are filed.

The point is that the declaration and the second approver are in place before the £20,000 moves, not after.

Use this

The policy guide's generator has sections for approvals and for how decisions are recorded. Use it to draft the separation of duties and the register of declared interests before the first purchase, then have your advisers review the draft:

• Policy guide: the generator
• Policy guide: adopting the policy

New on the site: a side by side page on US and UK rules for a small company holding bitcoin.

If there is a topic you would like covered, email hello@iotfinancial.net.