Short Summary
In sum, transforming corporate governance, Wyoming’s HB 101 Bill, enacted in 2018, amends the Business Corporations Act to integrate blockchain for record-keeping and shareholder management, while defining key terms like “Blockchain” and “Certificate token.”
Overview
Wyoming’s groundbreaking “Blockchain Fillings Bill” (HB 101), passed in 2018, is a significant stride in the integration of blockchain technology into the corporate world, akin to constructing digital highways in the once analog-only corporate governance landscape. This bill, a key amendment to the Wyoming Business Corporations Act, opens doors for companies to employ blockchain for recording keeping, shareholder identification, and even in the voting process.
Picture blockchain as a meticulously organized, decentralized digital ledger, each block in the chain a custodian of chronological and mathematically verified data. This is precisely how Wyoming Statute § 17-16-625 defines “Blockchain”. Another term, “Certificate token”, is introduced as a digital representation of shares, akin to an electronic DNA of shareholding, ensuring authenticity and traceability.
HB 101 is not a lone ranger; it’s part of Wyoming’s broader vision to become a haven for blockchain and cryptocurrency enterprises. This vision includes other legislative landmarks like the Wyoming Utility Token Act, which treats open blockchain tokens as intangible personal property – think of it as assigning a virtual ‘birth certificate’ to each token. The Financial Technology Sandbox Act, another piece in this puzzle, offers a testing ground for innovative financial products, much like a protective incubator nurturing fledgling tech ideas without the usual regulatory constraints.
These statutes collectively propel Wyoming to the forefront of the blockchain revolution, positioning it as a leader in digital innovation. The state is essentially laying the groundwork for a future where blockchain isn’t just an option, but a fundamental component of business operations, painting a picture of a digitally fluent, forward-thinking jurisdiction ready to embrace the future of technology and commerce.
Relevant Statutes
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This statute is relevant to the research request because it defines key terms related to blockchain technology, such as “Blockchain” and “Certificate token.” However, it does not provide an overview of HB 101 as a whole.
“(h) As used in this section:(i) “Blockchain” means a digital ledger or database which is chronological, consensus based, decentralized and mathematically verified in nature;(ii) “Certificate token” means a representation of shares that is stored in an electronic format which contains the information specified under subsections (b) and (c) of this section, and this information is:(A) Entered into a blockchain or other secure, auditable database;(B) Linked to or associated with the certificate token; and(C) Able to be transmitted electronically to the issuing corporation, the person to whom the certificate token was issued and any transferee.”
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This statute appears to be relevant to the research request, as it sets forth the requirements for filing a notice of intent to sell an open blockchain token in Wyoming. However, it is not clear from the information provided whether this statute is the result of HB 101, or whether it has been amended since its enactment.
“(a) This section may be cited as the “Wyoming Utility Token Act.” (b) An open blockchain token with the following characteristics constitutes intangible personal property: (i) The predominant purpose of the token is consumptive, as defined in paragraph (g)(ii) of this section; (ii)”
“The notice of intent shall contain the name of the person acting as a developer or seller, the contact information of the person, or the registered agent of the person and comprehensive details on the open blockchain token under subsection (b) of this section made available for sale, as required by the secretary of state.”
“As used in this section: (i) “Blockchain” means a digital ledger or database which is chronological, consensus-based, decentralized and mathematically verified in nature; (ii) “Consumptive” means a circumstance when a token is exchangeable for, or provided for the receipt of, services, software, content or real or tangible personal property, including rights of access to services, content or real or tangible personal property; (iii) “Developer” means the person primarily responsible for creating an open blockchain token or otherwise designing the token, including by executing the technological processes necessary to create the token; (iv) “Facilitator” means a person who, as a business, makes open blockchain tokens under subsection (b) of this section available for resale to the public after a token has been purchased by an initial buyer; (v) “Financial investment” means a contract, transaction or arrangement where a person invests money in a common enterprise and is led to expect profits solely from the efforts of a promoter or a third party; (vi) Except as otherwise provided in subsection (h) of this section, “open blockchain token” means a digital unit which is: (A) Created: (I)”
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This statute is relevant to the research request because it discusses the process for applying to make an innovative financial product or service available to consumers in Wyoming’s financial technology sandbox. Specifically, subsection (f)(i) mentions that the product or service may utilize blockchain technology. However, the statute does not specifically mention HB 101 or the “Blockchain Fillings Bill,” so it is not clear if this statute is part of that bill or is otherwise related.
“The nature of the innovative financial product or service proposed to be made available to consumers in the sandbox, including all relevant technical details, which may include whether the product or service utilizes blockchain technology; (ii) The potential risk to consumers and methods which will be used to protect consumers and resolve complaints during the sandbox period; (iii)”
“A person authorized under subsection (f) of this section to enter into the financial technology sandbox shall post a consumer protection bond with the commissioner or secretary as security for potential losses suffered by consumers. The bond amount shall be determined by the commissioner or secretary in an amount not less than ten thousand dollars ($10,000.00) and shall be commensurate with the risk profile of the innovative financial product or service.”
“Unless a bond is enforced under W.S. 40-29-109(b)(ii), the commissioner or secretary shall cancel or allow the bond to expire two (2) years after the date of the conclusion of the sandbox period. (j)”
Analyses
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The analysis discusses HB 101 in detail, explaining that it updates the Wyoming Business Corporations Act to authorize the use of blockchain technology for various purposes. However, the analysis is not a primary legal authority and only has persuasive value.
“HB 101: The “Blockchain Fillings Bill” updates the Wyoming Business Corporations Act to authorize the creation and use of blockchain technology for (i) the purpose of storing records, (ii) the use of a network address to identify a corporation’s shareholder, and (iii) the acceptance of shareholder votes signed by network signatures. HB 101 signals to blockchain developers that the state not only invites them to build their business within its borders, but that it also embraces the technology by incorporating it into its own administrative offices.”
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This analysis is relevant to the research request because it discusses HB 101, the “Blockchain Fillings Bill” in Wyoming, in detail. It explains that the bill provides for the maintenance of corporate records of Wyoming entities via blockchain, and that it encompasses lists of shareholders, nominee shareholders, and voting matters. However, the analysis does not provide the full text of the bill or any case law interpreting it, which would have been helpful for assessing its relevance further.
“HB 101 provides for the maintenance of corporate records of Wyoming entities via blockchain so long as electronic keys, network signatures and digital receipts are used. Lists of shareholders, nominee shareholders and attendant voting matters are intended to be encompassed through this legislation, thus paving the way for the development of transfer agencies and exchanges within Wyoming.”
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This analysis is relevant to the research request because it discusses HB 70, the “Commercial filing system” bill in Wyoming, which appears to be the same as HB 101, the “Blockchain Fillings Bill” referenced in the research request. However, the analysis does not explicitly mention “HB 101” by name, so it is possible that the two bills are different.
“HB 70- Commercial filing system Wyoming has legislatively determined that records maintained by the Wyoming Secretary of State, including corporate formation records, are to be implemented on blockchain media. In combination with the Series LLC legislation enacted in Wyoming last year, this provision will provide the basis for the swift formation of corporate entities and other related corporate records through blockchain.
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This analysis is relevant to the research request because it briefly discusses HB 101, the “Blockchain Fillings Bill” in Wyoming, as one of five significant legislative developments at the state level. However, the analysis does not provide a detailed overview of the bill, which would have been more helpful.
“There are three remaining bills, including House Bill 101, the “blockchain filings bill,” House Bill 126, the “series LLC bill,” and Senate Bill 111, “the crypto property tax exemption bill” that will soon be introduced and voted on as well. The Wyoming legislature, with the help and support of the Wyoming Blockchain Coalition, believe that these laws will bring revenue to the state and continue to grow their blockchain technology sector. [1] Satoshi Nakamoto has never been positively identified, and his/her true identity is the subject of much debate.”
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The authority is relevant to the research request because it specifically mentions HB 101 and provides a brief description of the bill’s purpose: “to authorize corporations to create Blockchains to store records.” However, the authority does not provide a comprehensive overview of the bill, which the research request is asking for.
“The State enacted rules that would allows “special purpose depository institutions” that enable companies to offer banking services for businesses unable to secure FDIC-insured banking services due to their dealings with cryptocurrencies and a slate of bills on the State’s 2020 legislative agenda. Among the legislation enacted by the State enacted to make it easier to operate a blockchain or cryptocurrency business is H.B. 70, known as the “Utility Token Bill” was signed into law.”
“H.B. 101, 64th Leg., Budget Sess. (Wyo. 2018). amended its Wyoming Money Transmitter Act to provide an exemption for virtual currency.”
“H.B. 70, 65th Leg., Gen. Sess. (Wyo. 2019). the authorization of “corporations to issue certificate tokens in lieu of stock certificates as specified.””
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This authority is not directly relevant to the research request, as it does not mention HB 101 or the “Blockchain Fillings Bill.” However, it does contain some background information on blockchain regulation in Wyoming, specifically mentioning the formation of a Select Committee on Blockchain and its first meeting in May 2020.
“This committee, which was formed by the Wyoming Blockchain Task Force (a bi-partisan legislatively chartered group), has the actual authority to sponsor its own legislation in the Wyoming State Legislature. This four and a half hour initial meeting was attended by leaders from Wyoming’s Division of Banking, representatives from the Wyoming Secretary of State, liaisons from representing the Governor, and industry experts. The meeting covered an array of topics, and among other discussions, focused on digital custody, the opportunities blockchain technology offers in light of the COVID-19 crisis, and the ability for Wyoming to lead the way in establishing a permissive regulatory framework. Link to the full meeting Louisiana Takes a Step Towards Establishing a Crypto License Regime Louisiana House Bill 701, “[p]rovides for the licensing and regulation of virtual currency businesses,” was passed by the Louisiana House of Representatives unanimously and has been referred to the Louisiana State Senate Committee on Commerce and the Consumer Protection and International Affairs.”
