A Bitcoin treasury for private companies follows the same core disciplines as a listed one: a clear purpose, a sizing limit, sound custody and accurate reporting. The differences lie in who must agree, who is watching and what happens when the company is sold or refinanced. Private firms escape market scrutiny, but they answer closely to shareholders, lenders and, often, a small number of owner-managers.
Why the private company context is different
Most public discussion of corporate Bitcoin focuses on listed companies: share price reactions, investor calls and analyst coverage. For a private business, none of that applies. The constraints come from elsewhere.
- Concentrated decisions. A founder or small family group may effectively decide alone. That is efficient, but it removes the challenge a wider board provides.
- Contractual stakeholders. Shareholder agreements, investor rights and loan documents may restrict what the company can buy or hold.
- Owner and company overlap. Personal views on Bitcoin can blur into company decisions, and the tax position of the owners may influence choices.
- Eventual exit. Most private companies will one day be sold, merged, listed or refinanced. A Bitcoin holding will be examined at that point.
None of this argues against holding Bitcoin. It shapes how to do it properly.
Building a Bitcoin treasury for private companies: the approvals
Start by mapping who has a say. In a listed company, the board decides and the market reacts. In a private company, the consent chain can be longer.
Shareholder agreements
Many shareholder agreements list reserved matters that need investor consent. These often include investments outside the ordinary course of business, or changes to the treasury policy. Buying Bitcoin may fall into one of these categories. Check before acting, not after.
Lender covenants
Loan facilities commonly restrict permitted investments, require minimum liquidity, or define which assets count towards covenants. Bitcoin is rarely on the list of permitted investments by default. A short conversation with the relationship bank, and a written waiver or amendment where needed, avoids a technical default.
The board itself
Even where the owner could act alone, a formal board resolution matters. It records the decision, the rationale and the limits. That record protects directors and helps later buyers or auditors understand what was done. Our guide to board approval for Bitcoin sets out what that paper should contain.
Governance when the board is small
Small boards make quick decisions. The risk is that they also make undocumented ones. A private company holding Bitcoin should, at a minimum, have:
- A written Bitcoin treasury policy with a size ceiling and approved counterparties.
- Separation between the person who proposes a trade and the person who approves it.
- More than one person able to authorise custody movements.
- A documented recovery process if a key individual is unavailable.
Key-person risk is the issue we see most often in private firms. If only the founder knows how the Bitcoin is held, the company does not really control it.
CFO tip: ask an outside adviser or non-executive director to review the Bitcoin policy once a year. In a small company, a single independent reader adds the challenge that a larger board would provide by default.
Accounting and tax for private firms
Private companies are not exempt from the accounting rules. Under US GAAP, ASU 2023-08 applies to all entities within its scope, public and private, for fiscal years beginning after 15 December 2024, with early adoption permitted. Bitcoin is then measured at fair value, with changes through net income. Under IFRS, holdings are generally intangible assets under IAS 38, unless the company holds them for sale in the ordinary course of business.
Some private companies report under local frameworks that have no specific guidance on Bitcoin. In that case the auditor's view on classification matters early. The Bitcoin audit readiness checklist is a useful starting point.
Tax deserves equal attention. The company's tax treatment, and in some structures the owners' personal position, can be affected by when and how Bitcoin is bought and sold. Companies should take their own accounting, tax and legal advice before the first purchase.
Planning for an exit or refinancing
This is the issue private companies most often overlook. When a business is sold, a buyer's due diligence will ask:
| Question a buyer asks | What you need ready |
|---|---|
| How much Bitcoin is held, and where? | Custody statements reconciled to the ledger |
| Who controls it? | Signing policy and authorised persons list |
| How was it acquired? | Board approvals, execution reports, counterparty records |
| How is it valued and taxed? | Accounting policy, cost basis records, tax analysis |
| Will it transfer with the company? | Custody agreements and change-of-control terms |
Buyers may also want the Bitcoin sold before completion, or priced separately from the operating business. Lenders in a refinancing may exclude it from the borrowing base or apply a steep haircut. Knowing this in advance lets the company decide whether to hold the Bitcoin inside the operating entity or in a separate holding company. Take legal and tax advice on any structure.
Choosing how to hold it
Private companies have the same three broad routes as anyone else: direct holding with a qualified custodian, self-custody using multi-signature arrangements, or indirect exposure through a regulated fund or ETF. For a business without in-house security expertise, institutional custody is usually the simpler choice. Our guide to corporate Bitcoin custody compares them.
For the purchase itself, private companies often buy in sizes that suit an OTC desk rather than an exchange order book. Settlement terms and onboarding take time, so start that process early.
How The Bitcoin World helps
We work with private companies and their owners to design a Bitcoin treasury that fits their shareholder, lender and governance position, and that will stand up in a future sale or refinancing. Execution, custody and settlement are carried out by licensed third-party institutions; we do not hold client assets. See our corporate treasury and OTC liquidity services.