Read the full stored bill text
26LSO-0488
2026
STATE OF WYOMING
26LSO-0488
Numbered
2.0
HOUSE BILL NO. HB0160
Digital Taxonomy Act.
Sponsored by: Representative(s) Singh
A BILL
for
AN ACT relating to distributed ledger digital assets and sealed tokens; establishing the classification of digital assets as specified; creating a sealed scope hierarchy and multi-aspect analytical framework for digital assets; establishing jurisdictional nexus and lex situs requirements for keyholders and digital assets; providing for the characterization of digital assets; providing definitions; providing legislative findings; specifying applicability; and providing for an effective date.
Be It Enacted by the Legislature of the State of Wyoming:
Section 1
.
W.S. 43
‑
1
‑
101 through 43
‑
3
‑
201 are created to read:
TITLE 43
DISTRIBUTED LEDGER DIGITAL ASSETS AND SEALED TOKENS
CHAPTER 1
GENERAL PROVISIONS
ARTICLE 1
DEFINITIONS AND CONSTRUCTION OF DEFINITIONS
43
‑
1
‑
101.
Definitions.
(a)
As used in this title:
(i)
"Analytically prior" means a state where the legal or technical characterization of one (1) object or event logically precedes and constitutes a necessary condition for the characterization of a subsequent object or event;
(ii)
"Associated sealed token" means a token that does not constitute a sealed token but is connected to a sealed token through a distributed ledger transaction designated through a distributed ledger protocol or another protocol;
(iii)
"Computational corpus" means the collection of distributed ledger records and distributed ledger protocol parameters representing the legal characterization that computational indicia may evidence with respect to a digital asset or token;
(iv)
"Computational indicia" means discrete data, records or attributes maintained on a distributed ledger from which a computational corpus may be determined through characterization under this title;
(v)
"Consensus protocol" means the mechanism through which distributed ledger nodes achieve agreement on transaction validity, ordering and state transitions to ensure a consistent ledger state across all nodes without central coordination;
(vi)
"Content identifier" or "CID" means a digital fingerprint produced from content through cryptographic hashing methods that serve as an address reference to retrieve data and provide for non
‑
repudiable verification of integrity;
(vii)
"Control timestamp" means a temporal marker produced and validated by a protocol that establishes the specific moment at which an act of control occurred over a distributed ledger record;
(viii)
"Corpus" means the legal characterization that indicia may evidence with respect to distributed ledger digital assets, sealed tokens and tokens, whether or not legally significant;
(ix)
"Decentralized system" means a network of nodes running a consensus protocol where no single participant controls transaction validation, state transitions or governance, with a consistent ledger state replicated across all nodes;
(x)
"Delegation" means the transfer of the exercise of a governance power from the holder to a delegate without transferring the underlying governance token or governance jural relation;
(xi)
"Delegation corpus" means the legal characterization that a delegation indicia may evidence, including transferring the exercise of a governance power from a delegator to a delegate without transferring the underlying governance token;
(xii)
"Delegation indicia" means observable data from which a delegation corpus may be determined through characterization under this title. "Delegation indicia" shall include delegation instructions, delegator and delegate identifiers, scope fields, duration fields and revocation records;
(xiii)
"Digital asset" means a digital representation of value, rights, powers or other interests recorded on a cryptographically secured distributed ledger that is capable of being transferred, stored or controlled through cryptographic keys;
(xiv)
"Distributed ledger" means technology through which a shared state remains recorded, synchronized and maintained across a network in which cryptography and a consensus protocol verify and finalize state transitions;
(xv)
"Distributed ledger digital asset" means the aggregate construct of one (1) or more sealed tokens cryptographically recorded on or referenced by a distributed ledger across multiple sequential or concurrent transactions over time;
(xvi)
"Distributed ledger protocol" means the complete specification of rules and mechanisms governing a distributed ledger system's operation. "Distributed ledger protocol" shall include a consensus protocol, network communication, state transition, transaction processing and execution logic;
(xvii)
"Distributed ledger transaction" means a state transition that is comprised of inputs, outputs and cryptographic signatures validated by a distributed ledger protocol and recorded as ledger state upon execution;
(xviii)
"Evidentiary corpus" means the fact, res or jural relation representing the legal characterization that an evidentiary indicia may evidence, whether maintained on a distributed ledger, in a sealed token or in any other system;
(xix)
"Evidentiary data" means data recorded to a distributed ledger or distributed ledger protocol that, together with its subject matter, demonstrates the existence, integrity and historical sequence of a fact, res or jural relation;
(xx)
"Evidentiary indicia" means distributed ledger mechanisms by which an evidentiary corpus remains authenticated and verified. "Evidentiary indicia" shall include cryptographic signatures, hashes, timestamps, finality proofs and cryptographic embodiment in a distributed ledger protocol or sealed token;
(xxi)
"Governance disability" means the correlative absence of a governance power by which a person remains unable to change the jural relations of an immunity holder through the exercise of governance mechanisms;
(xxii)
"Governance disability corpus" means the legal characterization that a governance disability indicia may evidence. "Governance disability corpus" shall include the legal position corresponding to the absence of governance power by which a person cannot change specified jural relations;
(xxiii)
"Governance disability indicia" means observable data from which a governance disability corpus may be determined through characterization under this title. "Governance disability indicia" shall include non
‑
voting status, restricted role flags, disabled permissions, class
‑
based exclusions and protocol rules;
(xxiv)
"Governance immunity" means a Hohfeldian immunity disabling another person from exercising a governance power to change the holder's jural relations. "Governance immunity" shall include minority protections, veto rights, supermajority requirements and charter based constraints;
(xxv)
"Governance immunity corpus" means the legal characterization that a governance immunity indicia may evidence. "Governance immunity corpus" shall include legal protections disabling another person from exercising a governance power to change the holder's governance jural relations or charter based constraints;
(xxvi)
"Governance immunity indicia" means observable data from which a governance immunity corpus may be determined through characterization under this title. "Governance immunity indicia" shall include special class designations, protective provisions, veto flags, supermajority thresholds and immunity clauses;
(xxvii)
"Governance jural relation" means a jural relation pertaining to collective decision
‑
making for a distributed ledger digital asset, protocol or organization. "Governance jural relation" shall include powers, liabilities, immunities and disabilities exercised through governance mechanisms;
(xxviii)
"Governance jural relation corpus" means the legal characterization that a governance jural relation may evidence. "Governance jural relation corpus" shall include governance powers, governance liabilities, governance immunities and governance disabilities attaching to a specified res, interests or roles within an organization;
(xxix)
"Governance jural relation indicia" means observable data from which a governance jural relation corpus may be determined through characterization under this title. "Governance jural relation indicia" shall include token balances, voting records, delegation records and governing instrument references;
(xxx)
"Governance liability" means the correlative liability of a person or protocol to have the person or protocol's jural relations changed by the exercise of a governance power, without the person's consent to the specific change;
(xxxi)
"Governance liability corpus" means the legal characterization that a governance liability indicia may evidence. "Governance liability corpus" shall include the legal position of a person subject to changes in governance jural relations through the exercise of governance power;
(xxxii)
"Governance liability indica" means observable data from which a governance liability corpus may be determined through characterization under this title. "Governance liability indicia" shall include membership records, token holdings, role designations and protocol rules identifying the parties that are bound by the rules;
(xxxiii)
"Governance power" means a Hohfeldian power held by a person to participate in collective decision
‑
making. "Governance power" shall include voting, proposal, delegation or veto power by which the holder may unilaterally or collectively change jural relations;
(xxxiv)
"Governance power corpus" means the legal characterization that a governance power indicia may evidence. "Governance power corpus" shall include the legal capacity of a person to change governance jural relations of other persons, organizations or protocols through governance mechanisms;
(xxxv)
"Governance power indicia" means observable data from which a governance power corpus may be determined through characterization under this title. "Governance power indicia" shall include token
‑
weighted mappings, role assignments, access controls, delegation records and protocol
‑
specified permissions;
(xxxvi)
"Governance token" means a sealed token or distributed ledger digital asset representing one (1) or more governance jural relations defined by a protocol, including governance powers, governance liabilities, governance immunities or governance disabilities;
(xxxvii)
"Governance token corpus" means the legal characterization that a governance token indicia may evidence. "Governance token corpus" shall include the bundle of governance jural relations represented by a token associated with holding, delegating or disposing of that token;
(xxxviii)
"Governance token indicia" means observable data from which a governance token corpus may be determined through characterization under this title. "Governance token indicia" shall include token balances, classes, role mappings, delegation records, vesting status and protocol logic;
(xxxix)
"Governing instrument" means the articles of organization, bylaws, protocol rules or smart contract code defining the governance jural relations, governance mechanisms and decision
‑
making procedures applicable to a distributed legal digital asset;
(xl)
"Governing instrument corpus" means the legal characterization that a governing instrument indicia may evidence. "Governing instrument corpus" shall include the composite legal framework, governance jural relations and decision
‑
making procedures established by a governing instrument;
(xli)
"Governing instrument indicia" means observable data from which a governing instrument corpus may be determined through characterization under this title. "Governing instrument indicia" shall include recorded charters, bylaws, protocol rules, smart contract code and amendment records;
(xlii)
"Indicia" means observable data, records or attributes recorded on or referenced by a distributed ledger without regard to legal effect from which a corpus may be determined through characterization under this title;
(xliii)
"Indicia corpus characterization" means the determination of observable indicia on a distributed ledger and the legal characterization that such indicia evidence with respect to distributed ledger digital assets and sealed tokens;
(xliv)
"Jural relation" means a legal relation between parties consisting of correlative pairs. "Jural relation" shall include rights, duties, privileges, power, liabilities, immunities, disabilities and defining the positions of power;
(xlv)
"Keyholder" means a person possessing the power to control a private key for the purposes of generating a cryptographic signature or otherwise exercising control over a distributed ledger record;
(xlvi)
"Keyholder corpus" means the collection of cryptographic relationships and control capacities representing the legal characterization that a keyholder indicia may evidence with respect to a public address or distributed ledger transaction;
(xlvii)
"Keyholder indicia" means verifiable evidence establishing keyholder control, including valid cryptographic signatures and address signifiers from which a keyholder corpus may be determined through characterization under this title;
(xlviii)
"Lex authenticandi" means the law of authentication consisting of rules, protocols and standards governing the verification of cryptographic signatures and the attribution of acts within a distributed ledger system;
(xlix)
"Lex situs" means the doctrine under which the law of the jurisdiction where property remains situated governs the property rights and interests in such property;
(l)
"Lex specialis" means a doctrine of construction under which a provision governing specific subject matter shall prevail over a general provision, while permitting concurrent application of multiple legal regimes;
(li)
"Miner" means a node performing computational work to propose blocks and validate transactions according to a consensus protocol and maintain state agreement which may receive protocol defined rewards;
(lii)
"Multi
‑
aspect analysis" means an examination of digital assets and sealed tokens to identify jurisdictional nexus and simultaneously applicable legal regimes, coordinating subject matter characterization and indicia corpus characterization;
(liii)
"Node" means any hardware or software arrangement communicating across a network to validate transactions, participate in consensus, maintain data state or provide network access that comprises participants, keyholders and service providers;
(liv)
"Oracle data" means attestation data encoding, supplying or updating an evidentiary corpus as an input to a protocol, smart contract or distributed ledger digital asset, including data changing over time such as market prices or operational signals;
(lv)
"Oracle corpus" means the legal characterization that an oracle indicia may evidence. "Oracle corpus" shall include facts, res, jural relations or state conditions used as inputs to protocols, smart contracts or distributed ledger digital assets;
(lvi)
"Oracle indicia" means observable data, records or attributes from which an oracle corpus may be determined through characterization under this title. "Oracle indicia" shall include source attestations, cryptographic signatures, cryptographic hashes, timestamps and finality proofs;
(lvii)
"Participant" means any person transacting on, operating or using distributed ledger infrastructure or maintaining any jural relation with a digital asset, including the custody, control or beneficial ownership of a digital asset;
(lviii)
"Programmable unit" means a token executing pursuant to encoded instructions, protocol logic or smart contract logic recorded on a distributed ledger and capable of implementing automated state transitions;
(lix)
"Proposal" means a governance action submitted for consideration under a governance mechanism, the approval or rejection of which may create, modify or extinguish jural relations among persons, organizations or protocols;
(lx)
"Proposal corpus" means the legal characterization that a proposal indicia may evidence. "Proposal corpus" shall include specific changes to governance jural relations, protocol parameters or organizational actions submitted for a decision under governance mechanisms;
(lxi)
"Proposal indicia" means observable data from which a proposal corpus may be determined through characterization under this title. "Proposal indicia" shall include proposal texts, identifiers, metadata, sponsoring addresses, submission timestamps and protocol code links;
(lxii)
"Protocol" means a specification of format, computational logic and control that is independent of any programming language, deployed on or applied to the operations of a distributed ledger. "Protocol" shall include binary or text formats;
(lxiii)
"Protocol and smart contract characterization" means the determination of computational elements by creating entries on a distributed ledger that underlies the subject matter characterization and indicia corpus characterization of digital assets;
(lxix)
"Protocol and smart contract corpus" means token data and distributed ledger content representing the legal characterization that protocol and smart contract indicia may evidence with respect to digital assets;
(lxx)
"Protocol and smart contract indicia" means token data indicia and distributed ledger indicia from which a protocol and a smart contract corpus may be determined through characterization under this title;
(lxxi)
"Protocol rules" means the machine executable system enforced rules of a distributed ledger consisting of protocol specification, smart contract code and validation mechanisms that govern transaction processing;
(lxxii)
"Quorum" means the minimum participation threshold required for a governance action to have legal effect as defined by the governing instrument, protocol or smart contract that governs a distributed ledger digital asset;
(lxxiii)
"Quorum corpus" means the legal characterization that a quorum indicia may evidence. "Quorum corpus" shall include the legal condition in which participation in a governance action satisfies the minimum threshold required for that governance action to carry effect;
(lxxiv)
"Quorum indicia" means observable data from which a quorum corpus may be determined through characterization under this title. "Quorum indicia" shall include participation counts, voting weight aggregates, threshold parameters, snapshot data and threshold attestations;
(lxxv)
"Res" means the thing, interest or subject matter that is identified through subject matter characterization to which jural relations, property rights or other legal consequences may attach through operation of the law;
(lxxvi)
"Sealed instrument" means a sealed token classified under this title as a bearer, registered, claims, fiduciary or proprietary instrument that evidences a sealed controllable electronic record and associated jural relations;
(lxxvii)
"Sealed instrument corpus" means the legal characterization, transfer mechanics and jural relations that represents the legal characterization that a sealed instrument indicia may evidence with respect to instruments classified under this title;
(lxxviii)
"Sealed instrument indicia" means observable data, records or attributes relating to bearer, registered, claims, fiduciary or proprietary instruments from which a sealed instrument corpus may be determined through characterization under this title;
(lxxix)
"Sealed interest" means a substantive legal consequence created, transferred or modified by a transaction that is evidenced by a sealed instrument, including ownership, contractual or security interests that embodies jural relations;
(lxxx)
"Sealed interest corpus" means the collection of ownership, contractual or jural relations representing the legal characterization that a sealed interest indicia may evidence with respect to digital assets and sealed tokens;
(lxxxi)
"Sealed interest indicia" means observable data, records or attributes from which a sealed interest corpus may be determined through characterization under this title. "Sealed interest indicia" shall include sealed instrument indicia and jural relations indicia;
(lxxxii)
"Sealed jurisdictional nexus" means the juridical connection between a keyholder and Wyoming that arises from qualifying conditions sufficient to deem a transaction situated in Wyoming for purposes of lex situs;
(lxxxiii)
"Sealed jurisdictional nexus corpus" means the collection of juridical relationships and keyholder conditions that represents the legal characterization that a sealed jurisdictional nexus indicia may evidence with respect to digital assets;
(lxxxiv)
"Sealed jurisdictional nexus indicia" means verifiable evidence establishing a sealed jurisdictional nexus from which a sealed jurisdictional corpus may be determined through characterization under this title;
(lxxxv)
"Sealed keyholder" means a keyholder establishing a sealed jurisdictional nexus to Wyoming and a sealed keyholder lex situs with respect to a digital asset or sealed token through qualifying conditions;
(lxxxvi)
"Sealed keyholder lex situs" means the jurisdictional anchor to Wyoming arising from the cryptographic relationship, signing authority and nexus factors of a sealed keyholder under this title;
(lxxxvii)
"Sealed keyholder lex situs corpus" means the collection of cryptographic relationships and signing authorities representing the legal characterization that a sealed keyholder lex situs indicia may evidence as intangible property;
(lxxxviii)
"Sealed keyholder lex situs indicia" means verifiable evidence establishing a jurisdictional anchor to Wyoming from which a sealed keyholder lex situs corpus may be determined through characterization under this title;
(lxxxix)
"Sealed token" means a digital asset possessing a sealed jurisdictional nexus and lex situs in Wyoming independent of subject matter through at least one (1) sealed keyholder or sealed token protocol;
(xc) "Sealed token data" means evidentiary data and descriptive data recorded on or referenced by a distributed ledger, potentially recorded without legal effect, that constitutes subject matter distinct from sealed token situs;
(xci) "Signifier" means the public address or wallet address corresponding to a public key recorded within a distributed ledger transaction to identify the locus of signing authority;
(xcii) "Smart contract" means a self
‑
executing computer program deployed on a distributed ledger executing, controlling or documenting events according to predetermined conditions, whether or not such code implements a protocol;
(xciii) "State transition" means changes from one (1) recorded state to another state of a distributed ledger or token that reflects the updates to balances, rights or data under consensus protocol or rules;
(xciv) "Subject matter characterization" means the determination of the composite legal package attaching to digital assets. "Subject matter characterization" shall include res, jural relations, incidents of ownership and data maintained on a distributed ledger;
(xcv) "Subject matter corpus" means the collection of property interests and jural relations representing the legal characterization that a subject matter indicia may evidence with respect to distributed ledger digital assets;
(xcvi) "Subject matter indicia" means data, records or attributes on a distributed ledger from which a subject matter corpus may be determined through characterization under this title;
(xcvii) "Subject matter lex situs" means the jurisdictional anchor based on the nature, classification or location of an object of legal right and all jural relations that comprise such subject matter;
(xcviii) "Subject matter lex situs corpus" means the collection of legal attributes and jural relations representing the legal characterization that a subject matter lex situs indicia may evidence;
(xcix) "Subject matter lex situs indicia" means data, records, markers or legal instruments that identifies the subject matter from which a subject matter lex situs corpus may be determined under this title;
(c)
"Token" means a fungible or non
‑
fungible digital representation of data, value, rights or evidence recorded on a distributed ledger, with or without legal effect, including cryptocurrencies or programmable units;
(ci) "Token protocol" means an autonomous, self
‑
executing protocol or smart contract defining token behavior and transfer rules deployed to a distributed ledger consisting of a collection of protocol values and data;
(cii) "Token protocol corpus" means the collection of executable logic and behavioral rules representing the legal characterization that a token protocol indicia may evidence with respect to distributed ledger digital assets;
(ciii) "Token protocol indicia" means data, records or attributes on a distributed ledger from which a token protocol corpus may be determined through characterization under this title;
(civ) "Token type" means a classification of a token determined by functionality, attributes and transfer mechanisms specifying the creation, transfer or redemption of that token's value and data;
(cv) "Transaction corpus" means the collection of cryptographic validations and state changes representing the legal characterization that a transaction indicia may evidence. "Transaction corpus" shall include distributed ledger digital assets and sealed tokens;
(cvi) "Transaction indicia" means observable data, records or attributes from which a transaction corpus may be determined through characterization under this title. "Transaction indicia" shall include cryptographic signatures and finality;
(cvii) "UCC" means the Uniform Commercial Code under title 34.1 of the Wyoming statutes;
(cviii) "Validator" means a node validating transactions and ensuring the addition of only valid blocks or analogous constructs according to a consensus protocol to maintain ledger integrity;
(cix) "Vote" means the exercise of a governance power through a distributed ledger transaction, smart contract transaction or protocol mechanism by which the holder participates in collective decision
‑
making for a digital asset;
(cx) "Vote corpus" means the legal characterization that a vote indicia may evidence, including the legal effect of exercising a governance power through a vote or proposed changes to governance jural relations or protocol parameters;
(cxi) "Vote indicia" means observable data from which a vote corpus may be determined through characterization under this title. "Vote indicia" shall include ballot records, transaction calls, signature records, choice encodings, voting weights and tallies.
43
‑
1
‑
102.
Construction of definitions.
(a)
The terms sealed keyholder, sealed keyholder lex situs, sealed jurisdictional nexus and sealed token shall be construed as components of an integrated jurisdictional framework.
(b)
The terms consensus protocol, decentralized system, distributed ledger, miner, node, participant and validator shall be construed as components of integrated distributed ledger technology.
(c)
The terms in subsections (a) and (b) of this section are intentionally interdependent and shall be construed as a unified whole. A court shall not hold any terms in subsections (a) and (b) of this section as void for circularity, ambiguity or vagueness solely because the term references another term defined in this title.
ARTICLE 2
PURPOSE, SCOPE AND APPLICABILITY
43
‑
1
‑
201.
Legislative findings.
(a)
The legislature finds that:
(i)
Digital assets recorded on distributed ledgers possess distinct legal characteristics requiring scope and interpretation rules different from digital assets that are not recorded;
(ii)
Distributed ledger and token architectures require two interdependent asset class designations:
(A)
Distributed ledger digital assets; and
(B)
Sealed tokens.
(iii)
A sealed token cannot exist without the distributed ledger digital asset existing across multiple sequential transactions and a distributed ledger digital asset requires sealed tokens for scope and interpretive analysis of legal effects inherent to distributed ledgers and token implementation;
(iv)
Digital assets on distributed ledgers require multi
‑
aspect analysis examining property, commercial law, jurisdictional nexus and other legal dimensions simultaneously;
(v)
A single digital asset may have multiple lex situs and multiple lex specialis applied to different aspects, analogous to multiple regimes, including those provided in the UCC;
(vi)
Traditional single
‑
situs and single
‑
regime analysis cannot adequately address digital assets existing simultaneously across multiple nodes, jurisdictions and legal frameworks;
(vii)
Digital asset implementations do not fall into discrete legal categories, requiring designation of sealed instruments, sealed tokens and sealed jural relations to address hybrid and composite legal characteristics.
43
‑
1
‑
202.
Purpose.
(a)
The purposes of this title are to:
(i)
Establish a sealed token framework recognizing the distinct and interdependent nature of distributed ledger digital assets and sealed tokens;
(ii)
Provide designation of sealed instruments, sealed tokens and sealed jural relations to address digital assets exhibiting characteristics across multiple legal categories;
(iii)
Provide an analysis framework of corpus and indicia for interpretation of digital assets having non
‑
standard legal forms;
(iv)
Provide both classification of designated digital assets and an analysis framework for token classification through interpretation of functionality and legal effects;
(v)
Provide scope and interpretation rules accommodating multi
‑
aspect, multi
‑
situs and multi
‑
regime analysis;
(vi)
Provide legal clarity for courts, agencies, auditors and administrators;
(vii)
Promote legal certainty and predictability for digital asset property rights and commercial transactions;
(viii)
Establish Wyoming as a jurisdiction providing sophisticated legal treatment of distributed ledger technologies.
43
‑
1
‑
203.
General scope and applicability.
(a)
This title shall apply to digital assets that operate on or through a distributed ledger system.
(b)
This title shall designate and classify digital assets cryptographically recorded on a distributed ledger as distributed ledger digital assets and sealed tokens and shall govern the classification, rights, interests, obligations and jural relations associated with such assets and token data.
(c)
This title shall apply to all assets and data recorded on or referenced by a distributed ledger, whether or not such assets or data carries legal effect.
(d)
This title shall provide the interpretive framework to determine the scope, applicability and legal effect of the assets and data.
(e)
This title shall establish lex situs and nexus in Wyoming for keyholders as provided under W.S. 43
‑
1
‑
302.
(f)
The scope of a distributed ledger digital asset or sealed token shall be characterized simultaneously by the distributed ledger digital asset or sealed token's record on the distributed ledger and by the characterization of the distributed ledger digital asset or sealed token's subject matter. Each distributed ledger digital asset and sealed token shall have different scope determinations, lex situs and applicable regimes of law.
(g)
Distributed ledger digital assets and sealed tokens shall be classified according to the token classifications and token taxonomies established throughout this title.
(h)
The relationship between this title and title 34, chapter 29 of the Wyoming statutes shall be as provided under W.S. 43
‑
1
‑
211.
(j)
The relationship between this title and the UCC and other applicable law shall be as provided under W.S. 43
‑
1
‑
211 and article 3 of this chapter.
(k)
The scope provisions of this section shall be subordinate to:
(i)
The sealed scope hierarchy established under W.S. 43
‑
1
‑
204 through 43
‑
1
‑
209;
(ii)
The multi
‑
aspect framework established under W.S. 43
‑
1
‑
210.
(m)
The sealed scope hierarchy established under W.S. 43
‑
1
‑
204 through 43
‑
1
‑
209 shall control all scope determinations under this title. The multi
‑
aspect framework under W.S. 43
‑
1
‑
210 shall supplement the sealed scope hierarchy for all scope and interpretive analysis under this title.
(n)
Where this section conflicts with the sealed scope hierarchy under W.S. 43
‑
1
‑
204 through 43
‑
1
‑
209 or the multi
‑
aspect framework under W.S. 43
‑
1
‑
210, the sealed scope hierarchy and multi
‑
aspect framework shall control.
43
‑
1
‑
204.
Sealed scope hierarchy.
(a)
This section shall establish and designate the sealed scope hierarchy governing the application and interpretation of all statutes and provisions under this title. The sealed scope hierarchy shall apply in the following order of precedence:
(i)
Statute scope, as provided under W.S. 43
‑
1
‑
205;
(ii)
Sealed jurisdictional nexus scope, as provided under W.S. 43
‑
1
‑
206;
(iii)
Distributed
‑
ledger
‑
digital
‑
asset scope, as provided under W.S. 43
‑
1
‑
207;
(iv)
Subject matter scope, as provided under W.S. 43
‑
1
‑
208;
(v)
Legal regime scope, as provided under W.S. 43
‑
1
‑
209.
(b)
The sealed scope hierarchy under this section shall govern courts, agencies, auditors, administrators and other interpreters in applying this title. Each tier shall operate as a separate analytical layer and completion of analysis at one (1) tier shall constitute a prerequisite to analysis at the subsequent tier.
43
‑
1
‑
205.
Statute scope.
(a)
Statute scope shall provide the threshold determination of applicable law, including whether this title, title 34, chapter 29 of the Wyoming statutes, the UCC or other bodies of law govern a transaction, asset or relation.
(b)
The statute scope analysis shall precede all other scope determinations under the sealed scope hierarchy provided by W.S. 43
‑
1
‑
204 through 43
‑
1
‑
209.
43
‑
1
‑
206.
Sealed lex situs scope.
(a)
The sealed lex situs scope shall provide the framework to determine:
(i)
Whether a digital asset on a distributed ledger falls within this title;
(ii)
The establishment of lex situs for jurisdiction in this state over sealed tokens, distributed ledger digital assets, key holders and other sealed framework designations;
(iii)
The characterization of sealed framework designations as intangible property for jurisdictional nexus purposes that shall be separate from subject matter characterization under W.S. 43
‑
1
‑
208.
43
‑
1
‑
207.
Distributed ledger digital asset scope.
(a)
The distributed ledger digital asset scope shall provide the framework to determine the level of interpretive analysis.
(b)
The distributed ledger digital asset scope shall determine whether classification and interpretation occur at the level of:
(i)
A distributed ledger digital asset, identifying and classifying multiple tokens across sequential transactions as the same digital asset construct; or
(ii)
An individual token or sealed token associated with this state.
(c)
The distributed ledger digital asset scope shall include analysis of legal effects arising from execution of legal instruments, interests or jural relations occurring over multiple distributed ledger transactions associated with multiple tokens.
43
‑
1
‑
208.
Subject matter scope.
(a)
The subject matter scope shall provide the framework to:
(i)
Determine the classification of distributed ledger digital assets and sealed tokens by identifying the legal characterization that an indicia may evidence as a corpus;
(ii)
Conduct a multi
‑
aspect analysis, which shall include the evaluation of functionality, property interests, res and jural relations;
(iii)
Characterize the subject matter or res as intangible, tangible or real property, which shall proceed independently of the sealed lex situs characterization under W.S. 43
‑
1
‑
206(a)(iii).
43
‑
1
‑
209.
Legal regime scope.
The legal regime scope shall apply a multi
‑
regime analysis as provided under W.S. 43
‑
1
‑
301 to determine the applicable law for each legal dimension of a distributed ledger digital asset or sealed token established under the subject matter scope under W.S. 43
‑
1
‑
208.
43
‑
1
‑
210.
Multi
‑
aspect framework.
(a)
The sealed scope hierarchy established under W.S. 43
‑
1
‑
204 through 43
‑
1
‑
209 shall be supplemented by the multi
‑
aspect framework for scope and interpretive matters as provided under provisions of this title.
(b)
The multi
‑
aspect framework shall apply in addition to the sealed scope hierarchy and shall provide analytical methodology at each tier of the sealed scope hierarchy.
(c)
The sealed scope hierarchy shall constitute the threshold analytical sequence within the multi
‑
aspect framework.
(d)
The sealed scope hierarchy shall be applied strictly and in order as a prerequisite to detailed multi
‑
aspect analysis under this title.
(e)
Each tier of the sealed scope hierarchy shall be analyzed through the multi
‑
aspect framework provisions of this title.
43
‑
1
‑
211.
Relationship to title 34, chapter 29 of the Wyoming statutes; applicability.
(a)
This title shall govern digital assets recorded on or referenced by a distributed ledger through cryptographic procedures. Digital assets recorded on or referenced by a distributed ledger through cryptographic procedures shall be designated as distributed ledger digital assets, sealed tokens and the digital assets and sealed tokens derivatives under this title.
(b)
Digital assets governed by this title shall be excluded from the provisions of title 34, chapter 29 of the Wyoming statutes except as provided by subsections (d) through (f) of this section.
(c)
Digital assets that are not recorded on or referenced by a distributed ledger through cryptographic procedures shall continue to be governed by title 34, chapter 29 of the Wyoming statutes and this title shall not apply to those assets.
(d)
The securities provisions under title 34, chapter 29 of the Wyoming statutes shall continue to be applicable and in force and effect as applied to distributed ledger digital assets, supplemented by this title. Where this title supplements the securities provisions under title 34, chapter 29 of the Wyoming statutes, this title shall control.
(e)
The currency provisions under title 34, chapter 29 of the Wyoming statutes shall continue to be applicable and in force and effect as applied to distributed ledger digital assets, supplemented by this title. Where this title supplements the currency provisions under title 34, chapter 29 of the Wyoming statutes, this title shall control.
(f)
The utility token provisions and consumer protection provisions under title 34, chapter 29 of the Wyoming statutes as applied to digital assets shall remain in force and effect and shall be applicable to distributed ledger digital assets under this title.
ARTICLE 3
GENERAL INTERPRETIVE PROVISIONS
43
‑
1
‑
301.
Multi
‑
situs and multi
‑
lex specialis framework.
(a)
A distributed ledger digital asset or a sealed token may simultaneously be subject to multiple and differing lex specialis. Each distributed ledger digital asset and sealed token shall govern distinct legal aspects or domains.
(b)
A sealed token, sealed instrument or sealed jural relation may evidence, record or document any interest, right, obligation or relation cognizable under law.
(c)
No limitation in this title shall restrict the legal regimes applicable to a distributed ledger digital asset or a sealed token to any enumerated category.
(d)
Multiple legal regimes may apply simultaneously to the same distributed ledger digital asset or sealed token, including:
(i)
Property law;
(ii)
Contract law;
(iii)
Commercial law under the UCC;
(iv)
Federal and state securities law;
(v)
Commodities law;
(vi)
Tax law;
(vii)
Bankruptcy law;
(viii)
Any other specialized statutory or regulatory regimes.
(e)
Multiple UCC articles may apply to a distributed ledger digital asset and a sealed token as determined by:
(i)
The distributed ledger digital asset's functionality, classification and taxonomy under this title; and
(ii)
The sealed token's functionality, classification and taxonomy under this title.
(f)
The lex specialis from other bodies of law may simultaneously apply to the same distributed ledger digital asset or sealed token according to the legal domain or subject matter involved. Each applicable lex specialis shall govern its respective legal domain independently, without regard to other lex specialis by applying to the same distributed ledger digital asset or sealed token.
(g)
Each applicable lex specialis and choice of law principle shall operate independently. Courts and administrators shall engage in a multi
‑
layered legal analysis rather than collapsing a distributed ledger digital asset or sealed token into a single legal characterization.
(h)
Distributed ledger digital assets and sealed tokens under this title shall be characterized by the simultaneous application of multiple lex situs and multiple lex specialis. Federal and state regulatory regimes may apply concurrently to different aspects of the same distributed ledger digital asset or sealed token. Multiple state regimes may apply concurrently where jurisdictional nexus exists under each regime. Simultaneous application of multiple regimes shall not create conflict where each regime governs a distinct legal dimension established under the subject matter scope. The simultaneous application of the doctrine of conflict of laws and the doctrine of choice of law shall govern the legal characterization and interpretation of distributed ledger digital assets and sealed tokens under this title. Application under this subsection shall be analogous to how the UCC permits multiple articles to apply concurrently to the same property or transaction.
(j)
The framework established under this title shall accommodate an analysis under any legal regime, present or future and shall apply to interests or relations evidenced through distributed ledger technology.
43
‑
1
‑
302.
Sealed lex situs.
(a)
A distributed ledger digital asset or sealed token shall have lex situs scope in this state if a keyholder having nexus with Wyoming cryptographically signs or controls such asset or token.
(b)
The sealed lex situs corpus of a distributed ledger digital asset or sealed token shall constitute intangible property under Wyoming law. This designation shall attach to the token by virtue of the cryptographic signature and keyholder nexus, independent of:
(i)
The nature, content or legal effect of any data or information recorded on or associated with such token;
(ii)
Whether such data or information constitutes evidentiary information, descriptive information or information having legal effect under this title or any other law.
(c)
A distributed ledger digital asset or a sealed token may have:
(i)
A sealed lex situs in Wyoming as intangible property under subsection (b) of this section; and
(ii)
A separate lex situs determination under the subject matter scope for any interest, right, obligation or relation evidenced by the data or information recorded on or associated with such token.
(d)
The sealed lex situs as intangible property under this section shall exist and have legal force and effect independent of any legal characterization or effect of the recorded data or information. The sealed lex situs corpus shall provide the jurisdictional foundation for application of this title regardless of whether the recorded information:
(i)
Has immediate legal effect;
(ii)
Has potential future legal effect;
(iii)
Has no legal effect; or
(iv)
Consists solely of evidentiary information or descriptive information.
(e)
For purposes of establishing a sealed lex situs under this section, a keyholder nexus with this state may include:
(i)
A domicile or residence in Wyoming;
(ii)
An organization or formation under Wyoming law;
(iii)
A registration or qualification under Wyoming law;
(iv)
Any other connections establishing jurisdiction under Wyoming law;
(v)
A nexus established consistent with the requirements and limitations under the sealed token lex situs nexus privacy provisions as provided in this title.
(f)
A sealed lex situs under this section shall constitute the jurisdictional predicate for application of this title. This title shall apply to a distributed ledger digital asset or a sealed token only where a sealed lex situs exists under this section.
43
‑
1
‑
303.
Distributed ledger as an evidentiary medium.
(a)
A distributed ledger may record, evidence, document or provide descriptive attributes for any information, data, state, condition, process or transition, whether or not such information carries legal force and effect.
(b)
Any information recorded on a distributed ledger may include evidentiary information and descriptive information, which shall be distinct categories under this title.
(c)
Any recording on a distributed ledger shall not, by itself:
(i)
Establish legal force and effect;
(ii)
Create a property interest, contract, obligation or jural relation; or
(iii)
Require legal classification solely by virtue of the recording.
(d)
Any legal force and effect may arise through subsequent analysis determining that recorded information meets applicable standards under a regime of law.
(e)
This title shall distinguish between:
(i)
The recording function of a distributed ledger as an evidentiary medium;
(ii)
The evidentiary standards applicable to the recorded information; and
(iii)
The legal characterization and effects, if any, arising from subsequent analysis of the recorded information.
(f)
No court, agency or administrator shall presume that information recorded on a distributed ledger constitutes a security, commodity, financial instrument or other regulated category solely by virtue of the recording or solely by virtue of meeting the evidentiary standards. The legal characterization of a distributed ledger shall require analysis of functionality, legal effects and subject matter under this title.
43
‑
1
‑
304.
Categories of recorded information.
(a)
Any information recorded on a distributed ledger may include:
(i)
Evidentiary information meeting standards under this title, which may subsequently support the legal force and effect upon application of an applicable regime of law;
(ii)
Descriptive information providing attributes, metadata, state documentation or processual data;
(iii)
Information having immediate legal force and effect under this title or any other applicable law;
(iv)
Information having potential future legal effect, including records that may become relevant to legal proceedings, transactions or determinations.
(b)
Any evidentiary information or descriptive information recorded on a distributed ledger without immediate legal force and effect may subsequently acquire legal significance through:
(i)
Subsequent determinations that any recorded information meets evidentiary standards sufficient for application of a regime of law;
(ii)
Later associations with a sealed token or a sealed jural relation;
(iii)
Use as evidence in legal proceedings;
(iv)
Incorporations into a transaction or a legal determination;
(v)
Any other circumstances establishing legal relevance.
(c)
The sealed scope hierarchy under W.S. 43
‑
1
‑
204 through 43
‑
1
‑
209 shall provide the framework for determining whether and when information recorded on a distributed ledger constitutes a legal object, carries legal effect or requires subject matter classification under this title.
43
‑
1
‑
305.
Sealed instrument classification.
(a)
Classification of a token as an instrument under this title shall relate to the transfer mechanism of the token.
(b)
Instrument classification shall apply regardless of whether the token carries immediate legal force and effect.
(c)
Each token shall have a transfer mechanism classification under the instrument framework of this title to provide the foundation for subsequent legal analysis, including potential treatment under the UCC.
43
‑
1
‑
306.
Non
‑
repudiation and data integrity.
(a)
A distributed ledger shall constitute a permanent record of transactions, tokens and references to transactions and tokens. References to transactions and tokens shall include pointers to data, whether on
‑
ledger or off
‑
ledger.
(b)
The provisions of this title shall govern:
(i)
Issues arising when data referenced by a pointer constitutes mutable or repudiable data;
(ii)
Non
‑
repudiable data and verification standards;
(iii)
The relationship between mutable data and evidentiary information and descriptive information under this title.
(c)
The issues addressed under subsection (b) of this section shall constitute foundational issues and shall apply to all legal analysis under this title.
43
‑
1
‑
307.
Distributed legal effects; multi
‑
aspect analysis.
(a)
Distributed ledger and token implementations shall not produce legal objects in discrete forms with distinct legal effects. Legal effects, rights and obligations arising from distributed ledger systems shall be fragmented across network nodes, protocol layers and sequential transactions. Traditional legal methodologies premised on unitary instruments or single
‑
regime classification shall be insufficient to address the technical realities of distributed ledger architectures.
(b)
Classifications and characterizations of a distributed ledger digital asset or a sealed token shall require multi
‑
aspect analysis as provided under this title.
(c)
The following designations under this title shall provide the framework for rendering distributed legal effects coherent under Wyoming law:
(i)
Distributed ledger digital assets;
(ii)
Sealed tokens;
(iii)
Sealed instruments;
(iv)
Sealed interests;
(v)
Sealed jural relations.
43
‑
1
‑
308.
Application of distributed ledger digital asset scope.
(a)
The distributed ledger digital asset scope shall apply where the operational realities of distributed ledger systems and token implementation require aggregate analysis across multiple tokens to provide comprehensive interpretation of what constitutes a digital asset.
(b)
Traditional legal analysis treating a token as a single discrete unit shall not provide a sufficient basis for interpretation where a distributed ledger digital asset arises from multiple distributed ledger transactions occurring:
(i)
Sequentially;
(ii)
Concurrently; or
(iii)
Across multiple parties.
CHAPTER 2
SEALED TOKEN LEX SITUS NEXUS PRIVACY PROVISIONS
ARTICLE 1
FOUNDATIONAL ANCHORS AND NEXUS PROPERTY CLASSIFICATIONS
43
‑
2
‑
101.
Scope.
(a)
This chapter shall provide the threshold framework for determining the jurisdictional location of digital assets and the protection of keyholder privacy under this title.
(b)
The provisions of this chapter shall govern the establishment of Wyoming lex situs for all distributed ledger digital assets and sealed tokens possessing a sealed jurisdictional nexus to this state.
(c)
This chapter shall apply to the forensic discovery of jurisdictional vectors and the characterization of computational corpus as intangible property located in Wyoming.
43
‑
2
‑
102.
Construction and interpretation.
(a)
The provisions of this chapter shall be construed to promote technical clarity and legal certainty for participants exercising control over distributed ledger records through cryptographic procedures.
(b)
The interpretation of jurisdictional nexus shall prioritize the establishment of a legal environment that recognizes the distinct characteristics of distributed ledger technology.
(c)
Courts and agencies shall apply the multi
‑
aspect hierarchy provided under chapter 1 of this title when evaluating computational indicia to identify lex situs anchors.
43
‑
2
‑
103.
Sealed keyholder lex situs; establishment and designation.
(a)
A sealed keyholder shall establish a sealed keyholder lex situs in Wyoming upon establishment of a sealed jurisdictional nexus under W.S. 43
‑
2
‑
105 and attainment of a sealed keyholder status under this chapter.
(b)
A sealed keyholder lex situs shall anchor the sealed keyholder lex situs corpus to Wyoming for all purposes under Wyoming law, including jurisdiction, choice of law, perfection, priority and attachment of security interests.
43
‑
2
‑
104.
Sealed keyholder lex situs corpus; intangible property designation.
(a)
The sealed keyholder lex situs corpus shall be designated as intangible property located in Wyoming.
(b)
The designation under subsection (a) of this section shall attach automatically upon attainment of a sealed keyholder status under this chapter and shall require no additional filing, registration or action by the sealed keyholder.
(c)
The sealed keyholder lex situs corpus designated as intangible property under subsection (a) of this section shall include:
(i)
The cryptographic relationship between the private key and its corresponding public key;
(ii)
The juridical position of control over one (1) or more public addresses and associated distributed ledger records;
(iii)
The capacity to generate valid cryptographic signatures recognized by the applicable protocol;
(iv)
All jural relations attaching to the sealed keyholder's control over distributed ledger digital assets or sealed tokens; and
(v)
All rights, powers, privileges and immunities arising from the sealed keyholder's status under this title.
(d)
For purposes of establishing the jurisdictional anchor of the sealed keyholder lex situs corpus as a distinct object of legal right, the sealed keyholder lex situs corpus shall be deemed to be located in Wyoming.
43
‑
2
‑
105.
Sealed keyholder lex situs; sealed jurisdictional nexus; sealed keyholders.
(a)
The laws of this state shall govern the sealed keyholder lex situs corpus of any distributed ledger digital asset or sealed token having a sealed jurisdictional nexus to Wyoming as provided in this section.
(b)
A sealed jurisdictional nexus to this state shall exist only when not less than one (1) keyholder of a distributed ledger digital asset or a sealed token satisfies one (1) or more of the following conditions:
(i)
The keyholder, if a natural person, maintains a domicile within this state;
(ii)
The keyholder, if a legal entity, has been organized, formed or registered to do business under the laws of this state;
(iii)
The keyholder serves as a custodian or is licensed, chartered or authorized to conduct business under the laws of this state; or
(iv)
The keyholder operates as a qualified custodian maintaining its principal place of business within this state.
(c)
A keyholder satisfying any condition enumerated in subsection (b) of this section shall be designated as a sealed keyholder with respect to the distributed ledger digital asset or sealed token for which the keyholder has demonstrated a sealed jurisdictional nexus.
(d)
A contractual designation of Wyoming law as the governing law of a digital asset or token transaction shall not establish a sealed jurisdictional nexus to this state absent not less than one (1) sealed keyholder as provided in subsection (c) of this section.
(e)
When no keyholder qualifies as a sealed keyholder under subsection (c) of this section, no sealed jurisdictional nexus to this state shall exist and this title shall not govern the distributed ledger digital asset or sealed token.
43
‑
2
‑
106.
Subject matter lex situs; independent determination.
(a)
A subject matter lex situs shall be determined independently of a sealed keyholder lex situs and shall depend upon the nature, classification, location or governing law of the subject matter itself.
(b)
A subject matter lex situs shall be established through examination of subject matter lex situs indicia.
(c)
Upon determination of a subject matter lex situs, the law of the determined jurisdiction shall govern the subject matter lex situs corpus, independent of the law governing the sealed keyholder lex situs corpus.
43
‑
2
‑
107.
Analytical independence of lex situs anchors.
(a)
A sealed keyholder lex situs corpus and a subject matter lex situs corpus shall constitute distinct analytical objects requiring independent legal treatment at separate stages of the analysis.
(b)
A sealed token or a distributed ledger digital asset may simultaneously have:
(i)
A sealed keyholder lex situs in Wyoming; and
(ii)
A subject matter lex situs in Wyoming, another jurisdiction or multiple jurisdictions depending on the components of the subject matter.
(c)
In analyzing a distributed ledger digital asset or a sealed token under this title:
(i)
A sealed keyholder lex situs shall be evaluated first at the transaction level through examination of sealed keyholder lex situs indicia;
(ii)
A subject matter lex situs shall be evaluated subsequently through examination of subject matter lex situs indicia; and
(iii)
The legal consequences applicable to each corpus shall be determined under the law of each respective situs and any applicable lex specialis.
43
‑
2
‑
108.
Simultaneous lex specialis.
(a)
A simultaneous lex specialis may occur when different legal regimes apply distinct bodies of law to the same subject matter or a sealed keyholder lex situs corpus is based on the specific jural relations analyzed.
(b)
The application of Wyoming law as lex specialis to the sealed keyholder lex situs corpus shall not preclude the simultaneous application of other lex specialis to the subject matter lex situs corpus.
(c)
Where simultaneous lex specialis applies, a court shall harmonize the applicable legal regimes to the maximum extent permitted by law, giving legal force and effect to the specific purposes and protections of each regime.
(d)
The designation of a sealed keyholder lex situs corpus as intangible property under this title shall constitute a specific application of lex specialis for jurisdictional and property location purposes under Wyoming law.
43
‑
2
‑
109.
Discovery of lex situs; forensic analysis.
(a)
The establishment of a sealed keyholder lex situs or a subject matter lex situs shall result from a discovery process involving forensic and legal analysis of the computational corpus to identify verifiable jurisdictional vectors.
(b)
The discovery process shall utilize the multi
‑
aspect hierarchy to examine computational indicia for the purpose of synthesizing the legal conclusion of a sealed token or identifying a subject matter situs.
(c)
A party to the action or a court conducting a discovery process may rely upon cryptographic signatures, metadata, content identifiers, zero
‑
knowledge proofs or third
‑
party attestations maintained within the computational corpus.
(d)
The discovery process may extend to an associated sealed token to the extent necessary to determine the legal consequences of the associated sealed token's interaction with a sealed token's sealed keyholder lex situs corpus.
43
‑
2
‑
110.
Evidentiary standards and presumptions.
(a)
Computational indicia generated through cryptographic embodiment or forensic discovery shall constitute prima facie evidence of the corresponding lex situs corpus, subject to rebuttal through evidence of fraud or technical malfunction.
(b)
The discovery of a sealed keyholder having a Wyoming nexus shall create a rebuttable presumption of a Wyoming lex situs for the sealed keyholder lex situs corpus.
(c)
Nonrepudiable data recorded within the computational corpus shall satisfy the requirements for attribution and authentication under title 40, chapter 30 of the Wyoming statutes and the Uniform Electronic Transactions Act.
43
‑
2
‑
111.
Associated sealed tokens; applicability and scope.
(a)
An associated sealed token connection shall exist only where the legal consequences of an associated token affect the sealed token's sealed keyholder lex situs corpus, subject matter lex situs corpus or jural relations.
(b)
Association through metadata, off
‑
chain references or non
‑
transactional mechanisms shall not establish the status of an associated sealed token under this title.
(c)
Any associated sealed token engaging in a distributed ledger transaction with a sealed token may be subject to a legal analysis under this title to determine the legal consequences of that transaction.
(d)
An associated sealed token shall not become a sealed token by virtue of the associated sealed token's association and shall remain subject to the law of the associated sealed token's own lex situs unless the associated sealed token independently satisfies the designation factors.
ARTICLE 2
KEYHOLDER SITUS
43
‑
2
‑
201.
Establishment of keyholder situs.
(a)
A keyholder shall establish keyholder situs by executing a cryptographic signature using a private key over a distributed ledger transaction or other data.
(b)
A distributed ledger transaction shall contain a signifier in the form of a public address or wallet address corresponding to the public key derived from the signing private key.
(c)
A keyholder may demonstrate continued control over a public address by re
‑
signing a challenge using the same private key, which shall constitute non
‑
repudiable proof of control.
43
‑
2
‑
202.
Characterization of keyholder situs corpus and indicia.
(a)
The corpus of a keyholder situs shall include the mathematical relationship between a private key and its corresponding public key and the juridical position of control over associated records.
(b)
The indicia of keyholder situs shall include a valid cryptographic signature, a public address derived from the corresponding public key and protocol
‑
specific validation confirming mathematical integrity.
(c)
A keyholder situs indicia satisfying subsection (b) of this section shall constitute prima facie evidence of a keyholder situs and an intent to sign at the time the signature was executed.
43
‑
2
‑
203.
Signing and finalization; juridical stages.
(a)
The act of cryptographically signing a distributed ledger transaction and the act of finalizing the distributed ledger transaction shall constitute distinct juridical events with separate legal consequences.
(b)
A cryptographic signature applied to a transaction that has not been finalized shall establish a keyholder situs but shall not create, transfer or extinguish any jural relation.
(c)
A distributed ledger transaction shall achieve legal validity and operative effect only upon finalization as determined by the applicable protocol's consensus mechanism or validation rules.
(d)
Where a transaction has been signed but not finalized and subsequently finalized without alteration, the keyholder situs established at signing shall be presumed to continue through finalization.
CHAPTER 3
SEALED JURAL RELATIONS PROVISIONS
ARTICLE 1
GENERAL PROVISIONS
43
‑
3
‑
101.
Scope.
(a)
This chapter shall apply to all governance jural relations, governance tokens and governance mechanisms recorded on or referenced by a distributed ledger.
(b)
The provisions of this chapter shall govern the legal characterization of collective decision
‑
making processes associated with distributed ledger digital assets and sealed tokens.
43
‑
3
‑
102.
Construction and interpretation.
(a)
Courts, agencies and other interpreters shall construe the provisions of this chapter to promote legal certainty for participants in decentralized governance systems.
(b)
Interpretation of governance jural relations shall proceed through the application of multi
‑
aspect analysis and the hierarchy of scope established under article 1, chapter 1 of this title.
(c)
The determination of any governance jural relation shall require an analysis of a governance indicia to establish the existence of the corresponding governance corpus.
ARTICLE 2
GOVERNANCE PROVISIONS
43
‑
3
‑
201.
Governance token; classification; legal effect.
(a)
A governance token shall constitute a sealed token or distributed ledger digital asset that represents one (1) or more governance jural relations, including governance powers, governance liabilities, governance immunities or governance disabilities, with respect to a distributed ledger digital asset, sealed token, protocol, smart contract or organization.
(b)
The governance token corpus of a governance token shall comprise the bundle of governance jural relations represented by the token, including governance powers, governance liabilities, governance immunities and governance disabilities associated with holding, delegating or disposing of the governance token.
(c)
The governance token indicia of a governance token shall include token balances, token classes, on
‑
chain role mappings, delegation records, vesting status and protocol logic linking tokens to governance mechanisms, from which a governance token corpus may be determined through characterization under this title.
(d)
A governance token may evidence one (1) or more of the following governance jural relations:
(i)
Governance power, including voting power, proposal power, delegation power and veto power;
(ii)
Governance liability, including the correlative liability of a person, organization or protocol to have the governance token's governance jural relations changed by the exercise of a governance power;
(iii)
Governance immunity, including minority protections, veto rights, supermajority requirements and charter
‑
based constraints; and
(iv)
Governance disability, including the correlative absence of governance power by which a person or class of persons cannot change the governance jural relations of an immunity holder.
(e)
The holder of a governance token may exercise governance power through:
(i)
A vote, by distributed ledger transaction, smart contract interaction or protocol mechanism;
(ii)
A proposal, submitted for consideration under a governance mechanism;
(iii)
A delegation by transferring the exercise of a governance power to a delegate without transferring the underlying governance token or governance jural relation; or
(iv)
Any other governance mechanism specified in the governing instrument or protocol.
(f)
A governance action shall have legal force and effect only upon satisfaction of a quorum as defined by the applicable governing instrument, protocol or smart contract.
(g)
The governing instrument applicable to a governance token shall define the governance jural relations, governance mechanisms and decision
‑
making procedures applicable to the governance token and may take the form of articles of organization, an operating agreement, bylaws, governing principles, protocol rules, smart contract code or any other instrument.
(h)
The indicia
‑
corpus characterization and subject matter characterization of a governance token shall proceed under the analytical framework established in this title, and the sealed instrument classification of the governance token shall determine the governance token's transfer mechanics and legal effects.
(j)
Nothing in this section shall alter or diminish the application of federal securities law, the UCC or any other law applicable to a governance token that constitutes a security, investment property or controllable electronic record under that law.
Section 2
.
This act is effective July 1, 2026
.
(END)
1
HB0160