HB 160

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                         STATE OF WYOMING
                        HOUSE BILL NO. HB0160
 Digital Taxonomy Act.
 Sponsored by: Representative(s) Singh
                                 A BILL
                                  for
1 AN ACT relating to distributed ledger digital assets and
2 sealed tokens; establishing the classification of digital
3 assets as specified; creating a sealed scope hierarchy and
4 multi-aspect     analytical     framework    for     digital       assets;
5 establishing        jurisdictional       nexus      and      lex    situs
6 requirements for keyholders and digital assets; providing
7 for    the   characterization    of    digital      assets;    providing
8 definitions;    providing     legislative        findings;    specifying
9 applicability; and providing for an effective date.
10
11 Be It Enacted by the Legislature of the State of Wyoming:
12
13Section 1.    W.S. 43-1-101 through 43-3-201 are created
14 to read:
15
16TITLE 43
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1DISTRIBUTED LEDGER DIGITAL ASSETS AND SEALED TOKENS
2
3CHAPTER 1
4GENERAL PROVISIONS
5
6ARTICLE 1
7DEFINITIONS AND CONSTRUCTION OF DEFINITIONS
8
943-1-101.      Definitions.
10
11(a)    As used in this title:
12
13(i)    "Analytically prior" means a state where the
14 legal or technical characterization of one (1) object or
15 event    logically      precedes  and   constitutes     a     necessary
16 condition for the characterization of a subsequent object
17 or event;
18
19(ii)    "Associated        sealed   token"   means      a   token
20 that does not constitute a sealed token but is connected to
21 a   sealed    token    through   a   distributed      ledger       transaction
22 designated through a distributed ledger protocol or another
23 protocol;
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1
2(iii)     "Computational  corpus"  means  the
3 collection of distributed  ledger records and distributed
4 ledger     protocol        parameters       representing  the     legal
5 characterization  that   computational     indicia        may       evidence
6 with respect to a digital asset or token;
7
8(iv)    "Computational  indicia"       means  discrete
9 data,    records    or    attributes      maintained      on    a    distributed
10 ledger from which a computational corpus may be determined
11 through characterization under this title;
12
13(v)     "Consensus     protocol"      means        the     mechanism
14 through which distributed ledger nodes achieve agreement on
15 transaction    validity,        ordering    and   state        transitions        to
16 ensure a consistent ledger state across all nodes without
17 central coordination;
18
19(vi)    "Content      identifier"        or    "CID"  means    a
20 digital     fingerprint  produced      from        content  through
21 cryptographic      hashing      methods    that   serve        as    an     address
22 reference to retrieve data and provide for non-repudiable
23 verification of integrity;
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1
2(vii)       "Control      timestamp"  means      a        temporal
3 marker     produced  and   validated        by     a     protocol  that
4 establishes the specific moment at which an act of control
5 occurred over a distributed ledger record;
6
7(viii)  "Corpus" means the legal characterization
8 that     indicia     may      evidence      with   respect      to    distributed
9 ledger digital assets, sealed tokens and tokens, whether or
10 not legally significant;
11
12(ix)       "Decentralized system" means a network of
13 nodes     running        a     consensus     protocol        where        no    single
14 participant  controls        transaction  validation,  state
15 transitions or governance, with a consistent ledger state
16 replicated across all nodes;
17
18(x)        "Delegation"       means     the     transfer  of        the
19 exercise     of     a    governance        power   from     the      holder  to    a
20 delegate     without  transferring      the    underlying  governance
21 token or governance jural relation;
22
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1(xi)     "Delegation       corpus"      means     the      legal
2 characterization     that a    delegation       indicia    may evidence,
3 including transferring the exercise of a governance power
4 from a delegator to a delegate without transferring the
5 underlying governance token;
6
7(xii)    "Delegation indicia" means observable data
8 from which a delegation corpus may be determined through
9 characterization     under    this     title.    "Delegation       indicia"
10 shall   include      delegation       instructions,       delegator    and
11 delegate   identifiers,      scope    fields,     duration   fields    and
12 revocation records;
13
14(xiii)    "Digital  asset"      means      a     digital
15 representation of value, rights, powers or other interests
16 recorded on a cryptographically secured distributed ledger
17 that is capable of being transferred, stored or controlled
18 through cryptographic keys;
19
20(xiv)    "Distributed        ledger"     means        technology
21 through which a shared state remains recorded, synchronized
22 and maintained across a network in which cryptography and a
23 consensus protocol verify and finalize state transitions;
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1
2(xv)     "Distributed      ledger    digital       asset"   means
3 the aggregate construct of one (1) or more sealed tokens
4 cryptographically       recorded        on      or    referenced        by     a
5 distributed ledger across multiple sequential or concurrent
6 transactions over time;
7
8(xvi)     "Distributed      ledger       protocol"    means      the
9 complete specification of rules and mechanisms governing a
10 distributed ledger system's operation. "Distributed ledger
11 protocol"    shall     include     a   consensus       protocol,    network
12 communication, state transition, transaction processing and
13 execution logic;
14
15(xvii)    "Distributed ledger transaction" means a
16 state transition that is comprised of inputs, outputs and
17 cryptographic signatures validated by a distributed ledger
18 protocol and recorded as ledger state upon execution;
19
20(xviii)    "Evidentiary corpus" means the fact, res
21 or jural relation representing the legal characterization
22 that   an    evidentiary  indicia     may       evidence,    whether
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1 maintained on a distributed ledger, in a sealed token or in
2 any other system;
3
4(xix)     "Evidentiary data" means data recorded to
5 a distributed ledger or distributed ledger protocol that,
6 together   with      its       subject    matter,      demonstrates        the
7 existence, integrity and historical sequence of a fact, res
8 or jural relation;
9
10(xx)     "Evidentiary  indicia"     means    distributed
11 ledger mechanisms by which an evidentiary corpus remains
12 authenticated     and    verified.       "Evidentiary    indicia"     shall
13 include    cryptographic  signatures,        hashes,    timestamps,
14 finality    proofs       and     cryptographic        embodiment      in     a
15 distributed ledger protocol or sealed token;
16
17(xxi)     "Governance  disability"  means        the
18 correlative absence of a governance power by which a person
19 remains unable to change the jural relations of an immunity
20 holder through the exercise of governance mechanisms;
21
22(xxii)       "Governance disability corpus" means the
23 legal characterization that a governance disability indicia
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1 may evidence. "Governance disability corpus" shall include
2 the    legal     position    corresponding       to   the     absence    of
3 governance power by which a person cannot change specified
4 jural relations;
5
6(xxiii)    "Governance      disability      indicia"      means
7 observable data from which a governance disability corpus
8 may    be   determined      through   characterization        under     this
9 title.      "Governance     disability     indicia"      shall      include
10 non-voting       status,     restricted     role      flags,     disabled
11 permissions, class-based exclusions and protocol rules;
12
13(xxiv)    "Governance immunity" means a Hohfeldian
14 immunity       disabling    another    person     from      exercising     a
15 governance power to change the holder's jural relations.
16 "Governance immunity" shall include minority protections,
17 veto rights, supermajority requirements and charter based
18 constraints;
19
20(xxv)     "Governance    immunity     corpus"     means     the
21 legal characterization that a governance immunity indicia
22 may    evidence.     "Governance immunity corpus"  shall include
23 legal protections disabling another person from exercising
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1 a governance power to change the holder's governance jural
2 relations or charter based constraints;
3
4(xxvi)     "Governance      immunity  indicia"      means
5 observable data from which a governance immunity corpus may
6 be determined through characterization under  this title.
7 "Governance immunity indicia" shall include special class
8 designations,  protective       provisions,  veto      flags,
9 supermajority thresholds and immunity clauses;
10
11(xxvii)     "Governance     jural      relation"       means    a
12 jural relation pertaining to collective decision-making for
13 a      distributed     ledger      digital      asset,      protocol       or
14 organization.      "Governance     jural     relation"     shall    include
15 powers, liabilities, immunities and disabilities exercised
16 through governance mechanisms;
17
18(xxviii)     "Governance       jural    relation        corpus"
19 means the legal characterization that a governance jural
20 relation may evidence. "Governance jural relation corpus"
21 shall    include     governance    powers,    governance     liabilities,
22 governance immunities and governance disabilities attaching
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1 to     a    specified        res,     interests  or    roles        within        an
2 organization;
3
4(xxix)       "Governance jural relation indicia" means
5 observable        data      from    which     a    governance       jural    relation
6 corpus      may     be   determined       through      characterization  under
7 this       title.    "Governance  jural      relation        indicia"  shall
8 include token balances, voting records, delegation records
9 and governing instrument references;
10
11(xxx)     "Governance  liability"  means  the
12 correlative liability of a person or protocol to have the
13 person       or     protocol's       jural        relations      changed  by     the
14 exercise       of    a   governance  power,    without       the    person's
15 consent to the specific change;
16
17(xxxi)       "Governance        liability      corpus"       means       the
18 legal characterization that a governance liability indicia
19 may evidence. "Governance liability corpus" shall include
20 the    legal      position     of    a    person       subject      to    changes       in
21 governance  jural     relations  through     the        exercise        of
22 governance power;
23
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1(xxxii)       "Governance        liability     indica"  means
2 observable data from which a governance liability corpus
3 may     be   determined        through        characterization  under   this
4 title.       "Governance        liability        indicia"     shall        include
5 membership records, token holdings, role designations and
6 protocol rules identifying the parties that are bound by
7 the rules;
8
9(xxxiii)      "Governance        power"   means     a    Hohfeldian
10 power    held     by     a    person     to     participate      in     collective
11 decision-making. "Governance power" shall include voting,
12 proposal, delegation or veto power by which the holder may
13 unilaterally or collectively change jural relations;
14
15(xxxiv)       "Governance       power     corpus"       means     the
16 legal characterization that a governance power indicia may
17 evidence. "Governance power corpus" shall include the legal
18 capacity of a person to change governance jural relations
19 of     other    persons,       organizations        or    protocols        through
20 governance mechanisms;
21
22(xxxv)     "Governance  power       indicia"  means
23 observable data from which a governance power corpus may be
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1 determined     through    characterization        under  this    title.
2 "Governance    power     indicia"     shall    include        token-weighted
3 mappings,    role   assignments,       access    controls,  delegation
4 records and protocol-specified permissions;
5
6(xxxvi)    "Governance token" means a sealed token
7 or distributed ledger digital asset representing one (1) or
8 more   governance     jural   relations       defined    by     a    protocol,
9 including     governance      powers,     governance  liabilities,
10 governance immunities or governance disabilities;
11
12(xxxvii)     "Governance     token        corpus"       means     the
13 legal characterization that a governance token indicia may
14 evidence.     "Governance     token    corpus"        shall     include      the
15 bundle of governance jural relations represented by a token
16 associated with holding, delegating or disposing of that
17 token;
18
19(xxxviii)     "Governance  token      indicia"  means
20 observable data from which a governance token corpus may be
21 determined     through    characterization        under  this    title.
22 "Governance token indicia" shall include token balances,
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1 classes, role mappings, delegation records, vesting status
2 and protocol logic;
3
4(xxxix)     "Governing        instrument"  means      the
5 articles of organization, bylaws, protocol rules or smart
6 contract     code    defining   the      governance     jural    relations,
7 governance      mechanisms      and       decision-making        procedures
8 applicable to a distributed legal digital asset;
9
10(xl)    "Governing      instrument       corpus"    means    the
11 legal characterization that a governing instrument indicia
12 may evidence. "Governing instrument corpus" shall include
13 the composite legal framework, governance jural relations
14 and decision-making procedures established by a governing
15 instrument;
16
17(xli)     "Governing        instrument      indicia"        means
18 observable data from which a governing instrument corpus
19 may    be   determined     through       characterization       under    this
20 title.      "Governing     instrument        indicia"     shall     include
21 recorded charters, bylaws, protocol rules, smart contract
22 code and amendment records;
23
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1(xlii)     "Indicia" means observable data, records
2 or attributes recorded on or referenced by a distributed
3 ledger without regard to legal effect from which a corpus
4 may     be     determined  through     characterization  under      this
5 title;
6
7(xliii)       "Indicia corpus characterization" means
8 the determination of observable indicia on a distributed
9 ledger       and    the   legal     characterization  that    such     indicia
10 evidence with respect to distributed ledger digital assets
11 and sealed tokens;
12
13(xliv)     "Jural relation" means a legal relation
14 between       parties     consisting        of   correlative        pairs.       "Jural
15 relation" shall include rights, duties, privileges, power,
16 liabilities,  immunities,        disabilities  and     defining       the
17 positions of power;
18
19(xlv)      "Keyholder" means a person possessing the
20 power     to       control    a     private      key   for    the        purposes    of
21 generating  a     cryptographic  signature  or      otherwise
22 exercising control over a distributed ledger record;
23
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1(xlvi)     "Keyholder       corpus"    means    the    collection
2 of     cryptographic    relationships        and     control       capacities
3 representing the legal  characterization that a keyholder
4 indicia may evidence with respect to a public address or
5 distributed ledger transaction;
6
7(xlvii)     "Keyholder       indicia"     means        verifiable
8 evidence    establishing       keyholder    control,       including     valid
9 cryptographic signatures and address signifiers from which
10 a      keyholder      corpus      may      be      determined  through
11 characterization under this title;
12
13(xlviii)     "Lex    authenticandi"       means       the   law   of
14 authentication consisting of rules, protocols and standards
15 governing the verification of cryptographic signatures and
16 the attribution of acts within a distributed ledger system;
17
18(xlix)     "Lex     situs"    means     the    doctrine      under
19 which the law of the jurisdiction where property remains
20 situated governs the property rights and interests in such
21 property;
22
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1(l)     "Lex     specialis"  means        a      doctrine     of
2 construction      under    which    a    provision  governing      specific
3 subject    matter    shall     prevail      over       a    general       provision,
4 while permitting concurrent application of multiple legal
5 regimes;
6
7(li)     "Miner"        means  a        node  performing
8 computational       work     to     propose  blocks  and    validate
9 transactions according to a consensus protocol and maintain
10 state agreement which may receive protocol defined rewards;
11
12(lii)     "Multi-aspect  analysis"  means       an
13 examination of digital assets and sealed tokens to identify
14 jurisdictional      nexus    and    simultaneously  applicable      legal
15 regimes, coordinating subject matter characterization and
16 indicia corpus characterization;
17
18(liii)     "Node"      means    any        hardware      or    software
19 arrangement       communicating       across     a      network      to    validate
20 transactions, participate in consensus, maintain data state
21 or   provide   network       access      that    comprises  participants,
22 keyholders and service providers;
23
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1(liv)     "Oracle  data"       means        attestation     data
2 encoding, supplying or updating an evidentiary corpus as an
3 input to a protocol, smart contract or distributed ledger
4 digital asset, including data changing over time such as
5 market prices or operational signals;
6
7(lv)     "Oracle  corpus"  means       the      legal
8 characterization  that     an    oracle  indicia      may     evidence.
9 "Oracle corpus" shall include facts, res, jural relations
10 or   state   conditions  used    as       inputs    to   protocols,     smart
11 contracts or distributed ledger digital assets;
12
13(lvi)     "Oracle      indicia"  means    observable     data,
14 records or attributes from which an oracle corpus may be
15 determined     through       characterization  under     this    title.
16 "Oracle      indicia"       shall        include  source     attestations,
17 cryptographic signatures, cryptographic hashes, timestamps
18 and finality proofs;
19
20(lvii)       "Participant"  means        any       person
21 transacting     on,       operating  or    using     distributed       ledger
22 infrastructure       or    maintaining  any   jural      relation    with   a
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1 digital asset, including the custody, control or beneficial
2 ownership of a digital asset;
3
4(lviii)      "Programmable  unit"        means     a    token
5 executing pursuant to encoded instructions, protocol logic
6 or smart contract logic recorded on a distributed ledger
7 and capable of implementing automated state transitions;
8
9(lix)     "Proposal"  means     a      governance        action
10 submitted for consideration under a governance mechanism,
11 the approval or rejection of which may create, modify or
12 extinguish jural relations among persons, organizations or
13 protocols;
14
15(lx)    "Proposal  corpus"  means  the    legal
16 characterization        that   a    proposal      indicia        may    evidence.
17 "Proposal      corpus"    shall       include      specific  changes     to
18 governance      jural     relations,  protocol  parameters        or
19 organizational      actions        submitted      for     a     decision     under
20 governance mechanisms;
21
22(lxi)     "Proposal      indicia"      means       observable       data
23 from   which   a    proposal   corpus      may     be     determined        through
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1 characterization under this title. "Proposal indicia" shall
2 include proposal texts, identifiers, metadata, sponsoring
3 addresses, submission timestamps and protocol code links;
4
5(lxii)       "Protocol"        means      a     specification     of
6 format, computational logic and control that is independent
7 of any programming language, deployed on or applied to the
8 operations    of    a    distributed  ledger.     "Protocol"    shall
9 include binary or text formats;
10
11(lxiii)      "Protocol  and        smart       contract
12 characterization" means the determination of computational
13 elements by creating entries on a distributed ledger that
14 underlies the subject matter characterization and indicia
15 corpus characterization of digital assets;
16
17(lxix)       "Protocol        and    smart      contract     corpus"
18 means     token     data     and  distributed        ledger      content
19 representing the legal characterization that protocol and
20 smart contract indicia may evidence with respect to digital
21 assets;
22
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1(lxx)     "Protocol      and     smart     contract  indicia"
2 means    token   data    indicia    and    distributed      ledger        indicia
3 from which a protocol and a smart contract corpus may be
4 determined through characterization under this title;
5
6(lxxi)      "Protocol        rules"     means      the        machine
7 executable system enforced rules of a distributed ledger
8 consisting of protocol specification, smart contract code
9 and      validation      mechanisms        that      govern  transaction
10 processing;
11
12(lxxii)     "Quorum" means the minimum participation
13 threshold required for a governance action to have legal
14 effect as defined by the governing instrument, protocol or
15 smart contract that governs a distributed ledger digital
16 asset;
17
18(lxxiii)     "Quorum  corpus"      means  the     legal
19 characterization        that    a   quorum        indicia     may     evidence.
20 "Quorum corpus" shall include the legal condition in which
21 participation in a governance action satisfies the minimum
22 threshold    required     for   that      governance    action        to    carry
23 effect;
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1
2(lxxiv)    "Quorum    indicia"      means     observable        data
3 from    which   a   quorum      corpus    may    be     determined        through
4 characterization under this title. "Quorum indicia" shall
5 include    participation        counts,    voting       weight      aggregates,
6 threshold       parameters,       snapshot       data  and    threshold
7 attestations;
8
9(lxxv)     "Res"    means     the       thing,      interest      or
10 subject matter that is identified through subject matter
11 characterization to which jural relations, property rights
12 or other legal consequences may attach through operation of
13 the law;
14
15(lxxvi)    "Sealed instrument" means a sealed token
16 classified      under    this    title    as     a     bearer,      registered,
17 claims, fiduciary or proprietary instrument that evidences
18 a   sealed   controllable       electronic       record       and   associated
19 jural relations;
20
21(lxxvii)    "Sealed     instrument  corpus"      means   the
22 legal     characterization,        transfer  mechanics      and    jural
23 relations that represents the legal characterization that a
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1 sealed    instrument      indicia       may    evidence        with     respect      to
2 instruments classified under this title;
3
4(lxxviii)  "Sealed     instrument  indicia"        means
5 observable data, records or attributes relating to bearer,
6 registered,    claims,        fiduciary       or    proprietary  instruments
7 from which a sealed instrument corpus may be determined
8 through characterization under this title;
9
10(lxxix)      "Sealed     interest"  means    a     substantive
11 legal    consequence      created,      transferred        or     modified      by    a
12 transaction    that      is    evidenced       by    a    sealed        instrument,
13 including ownership, contractual or security interests that
14 embodies jural relations;
15
16(lxxx)       "Sealed     interest  corpus"        means     the
17 collection    of    ownership,       contractual  or     jural    relations
18 representing       the    legal    characterization  that     a   sealed
19 interest    indicia      may    evidence       with      respect        to    digital
20 assets and sealed tokens;
21
22(lxxxi)      "Sealed  interest  indicia"  means
23 observable data, records or attributes from which a sealed
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1 interest corpus may be determined through characterization
2 under this title. "Sealed interest indicia" shall include
3 sealed instrument indicia and jural relations indicia;
4
5(lxxxii)     "Sealed jurisdictional nexus" means the
6 juridical connection between a keyholder and Wyoming that
7 arises   from    qualifying      conditions  sufficient       to    deem   a
8 transaction situated in Wyoming for purposes of lex situs;
9
10(lxxxiii)        "Sealed      jurisdictional       nexus      corpus"
11 means    the    collection       of       juridical     relationships  and
12 keyholder       conditions        that  represents        the        legal
13 characterization that a sealed jurisdictional nexus indicia
14 may evidence with respect to digital assets;
15
16(lxxxiv)     "Sealed       jurisdictional        nexus        indicia"
17 means     verifiable  evidence  establishing  a     sealed
18 jurisdictional       nexus    from     which    a   sealed     jurisdictional
19 corpus   may    be   determined        through      characterization        under
20 this title;
21
22(lxxxv)     "Sealed        keyholder"      means     a       keyholder
23 establishing a sealed jurisdictional nexus to Wyoming and a
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1 sealed keyholder lex situs with respect to a digital asset
2 or sealed token through qualifying conditions;
3
4(lxxxvi)    "Sealed keyholder lex situs" means the
5 jurisdictional  anchor        to     Wyoming     arising      from    the
6 cryptographic  relationship,        signing    authority      and    nexus
7 factors of a sealed keyholder under this title;
8
9(lxxxvii)    "Sealed        keyholder     lex     situs   corpus"
10 means    the    collection      of    cryptographic  relationships    and
11 signing authorities representing the legal characterization
12 that a sealed keyholder lex situs indicia may evidence as
13 intangible property;
14
15(lxxxviii)    "Sealed keyholder lex situs indicia"
16 means    verifiable       evidence        establishing      a    jurisdictional
17 anchor to Wyoming from which a sealed keyholder lex situs
18 corpus   may     be    determined  through    characterization       under
19 this title;
20
21(lxxxix)    "Sealed        token"    means    a   digital    asset
22 possessing a sealed jurisdictional nexus and lex situs in
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1 Wyoming independent of subject matter through at least one
2 (1) sealed keyholder or sealed token protocol;
3
4(xc) "Sealed token data" means evidentiary data
5 and    descriptive        data    recorded       on   or     referenced       by    a
6 distributed  ledger,     potentially      recorded  without    legal
7 effect,       that     constitutes     subject        matter       distinct    from
8 sealed token situs;
9
10(xci)     "Signifier"       means     the     public    address       or
11 wallet    address       corresponding       to    a    public       key   recorded
12 within    a    distributed       ledger    transaction        to    identify       the
13 locus of signing authority;
14
15(xcii)     "Smart     contract"       means    a     self-executing
16 computer       program  deployed     on    a       distributed  ledger
17 executing, controlling or documenting events according to
18 predetermined  conditions,        whether      or     not     such      code
19 implements a protocol;
20
21(xciii) "State transition" means changes from one
22 (1) recorded state to another state of a distributed ledger
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1 or token that reflects the updates to balances, rights or
2 data under consensus protocol or rules;
3
4(xciv)     "Subject    matter        characterization"  means
5 the determination of the composite legal package attaching
6 to digital assets. "Subject matter characterization" shall
7 include res, jural relations, incidents of ownership and
8 data maintained on a distributed ledger;
9
10(xcv)      "Subject  matter     corpus"  means      the
11 collection     of     property    interests        and     jural     relations
12 representing    the     legal     characterization  that     a     subject
13 matter    indicia     may   evidence     with    respect     to    distributed
14 ledger digital assets;
15
16(xcvi)     "Subject     matter        indicia"        means    data,
17 records or attributes on a distributed ledger from which a
18 subject      matter     corpus      may      be     determined  through
19 characterization under this title;
20
21(xcvii)     "Subject    matter        lex    situs"     means    the
22 jurisdictional anchor based on the nature, classification
                                    26  HB0160
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1 or    location        of     an    object    of    legal    right      and    all   jural
2 relations that comprise such subject matter;
3
4(xcviii) "Subject matter lex situs corpus" means
5 the       collection        of     legal    attributes      and       jural   relations
6 representing  the       legal     characterization  that      a   subject
7 matter lex situs indicia may evidence;
8
9(xcix) "Subject matter lex situs indicia" means
10 data, records, markers or legal instruments that identifies
11 the subject matter from which a subject matter lex situs
12 corpus may be determined under this title;
13
14(c)   "Token" means a fungible or non-fungible digital
15 representation of data, value, rights or evidence recorded
16 on    a    distributed  ledger,   with    or     without      legal     effect,
17 including cryptocurrencies or programmable units;
18
19(ci)       "Token        protocol"       means        an     autonomous,
20 self-executing  protocol      or smart contract defining token
21 behavior        and    transfer  rules     deployed      to    a     distributed
22 ledger consisting of a collection of protocol values and
23 data;
                                             27  HB0160
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1
2(cii)      "Token      protocol  corpus"  means      the
3 collection     of     executable        logic        and     behavioral       rules
4 representing    the     legal     characterization  that     a    token
5 protocol indicia may evidence with respect to distributed
6 ledger digital assets;
7
8(ciii)     "Token     protocol  indicia"        means    data,
9 records or attributes on a distributed ledger from which a
10 token   protocol        corpus      may  be     determined  through
11 characterization under this title;
12
13(civ) "Token type" means a classification of a
14 token determined by functionality, attributes and transfer
15 mechanisms specifying the creation, transfer or redemption
16 of that token's value and data;
17
18(cv) "Transaction corpus" means the collection of
19 cryptographic       validations    and    state        changes       representing
20 the legal characterization that a transaction indicia may
21 evidence.    "Transaction       corpus"    shall  include    distributed
22 ledger digital assets and sealed tokens;
23
                                    28  HB0160
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1(cvi)        "Transaction        indicia"       means      observable
2 data, records or attributes from which a transaction corpus
3 may     be     determined      through  characterization  under    this
4 title.       "Transaction       indicia"       shall     include    cryptographic
5 signatures and finality;
6
7(cvii)       "UCC"    means     the Uniform Commercial  Code
8 under title 34.1 of the Wyoming statutes;
9
10(cviii)       "Validator"  means     a    node      validating
11 transactions and ensuring the addition of only valid blocks
12 or analogous constructs according to a consensus protocol
13 to maintain ledger integrity;
14
15(cix) "Vote" means the exercise of a governance
16 power        through    a    distributed        ledger     transaction,  smart
17 contract       transaction      or    protocol      mechanism       by    which    the
18 holder       participates       in    collective       decision-making  for   a
19 digital asset;
20
21(cx)  "Vote  corpus"        means  the       legal
22 characterization  that     a    vote     indicia        may       evidence,
23 including the legal effect of exercising a governance power
                                           29  HB0160
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1 through      a     vote       or    proposed      changes    to   governance        jural
2 relations or protocol parameters;
3
4(cxi) "Vote indicia" means observable data from
5 which        a  vote        corpus    may      be       determined       through
6 characterization  under       this    title.    "Vote   indicia"        shall
7 include  ballot       records,  transaction      calls,      signature
8 records, choice encodings, voting weights and tallies.
9
1043-1-102.  Construction of definitions.
11
12(a)       The terms sealed keyholder, sealed keyholder lex
13 situs, sealed jurisdictional nexus and sealed token shall
14 be construed as components of an integrated jurisdictional
15 framework.
16
17(b)       The      terms        consensus       protocol,        decentralized
18 system, distributed ledger, miner,  node, participant  and
19 validator shall be construed as components of integrated
20 distributed ledger technology.
21
22(c)       The     terms       in   subsections       (a)   and   (b)    of     this
23 section  are     intentionally  interdependent      and      shall     be
                                             30  HB0160
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1 construed as a unified whole. A court shall not hold any
2 terms in subsections (a) and (b) of this section as void
3 for circularity, ambiguity or vagueness solely because the
4 term references another term defined in this title.
5
6ARTICLE 2
7PURPOSE, SCOPE AND APPLICABILITY
8
943-1-201.       Legislative findings.
10
11(a)    The legislature finds that:
12
13(i)    Digital   assets      recorded   on     distributed
14 ledgers      possess    distinct   legal    characteristics       requiring
15 scope     and   interpretation      rules    different     from    digital
16 assets that are not recorded;
17
18(ii)     Distributed ledger and token architectures
19 require two interdependent asset class designations:
20
21(A)   Distributed ledger digital assets; and
22
23(B)   Sealed tokens.
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1
2(iii)      A sealed token cannot exist  without    the
3 distributed ledger digital asset existing across multiple
4 sequential transactions  and a distributed ledger digital
5 asset   requires      sealed   tokens     for    scope     and   interpretive
6 analysis of legal effects inherent to distributed ledgers
7 and token implementation;
8
9(iv)    Digital       assets     on      distributed  ledgers
10 require       multi-aspect        analysis  examining  property,
11 commercial     law,     jurisdictional  nexus     and    other    legal
12 dimensions simultaneously;
13
14(v)     A single digital asset may have multiple lex
15 situs   and    multiple    lex    specialis       applied        to   different
16 aspects,   analogous      to   multiple     regimes,        including     those
17 provided in the UCC;
18
19(vi)    Traditional single-situs and single-regime
20 analysis cannot adequately address digital assets existing
21 simultaneously     across      multiple     nodes,       jurisdictions      and
22 legal frameworks;
23
                                   32  HB0160
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1(vii)       Digital asset implementations do not fall
2 into   discrete legal categories, requiring  designation of
3 sealed       instruments,       sealed  tokens      and      sealed   jural
4 relations        to       address     hybrid  and     composite       legal
5 characteristics.
6
743-1-202.       Purpose.
8
9(a)     The purposes of this title are to:
10
11(i)     Establish       a        sealed        token      framework
12 recognizing  the    distinct      and    interdependent  nature   of
13 distributed ledger digital assets and sealed tokens;
14
15(ii)    Provide designation of sealed instruments,
16 sealed tokens and sealed jural relations to address digital
17 assets       exhibiting     characteristics  across      multiple    legal
18 categories;
19
20(iii)       Provide   an     analysis     framework      of    corpus
21 and    indicia      for    interpretation       of   digital        assets   having
22 non-standard legal forms;
23
                                       33  HB0160
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1(iv)     Provide    both     classification        of   designated
2 digital     assets    and      an    analysis      framework        for   token
3 classification through interpretation of functionality and
4 legal effects;
5
6(v)     Provide     scope       and    interpretation  rules
7 accommodating      multi-aspect,  multi-situs     and    multi-regime
8 analysis;
9
10(vi)     Provide legal clarity for courts, agencies,
11 auditors and administrators;
12
13(vii)     Promote legal certainty and predictability
14 for    digital       asset     property       rights     and        commercial
15 transactions;
16
17(viii)     Establish  Wyoming    as    a     jurisdiction
18 providing    sophisticated  legal    treatment    of        distributed
19 ledger technologies.
20
2143-1-203.     General scope and applicability.
22
                                     34  HB0160
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1(a)   This   title    shall   apply   to   digital   assets   that
2 operate on or through a distributed ledger system.
3
4(b)   This title shall designate and classify digital
5 assets cryptographically recorded on a distributed ledger
6 as distributed ledger digital assets and sealed tokens and
7 shall    govern     the      classification,      rights,    interests,
8 obligations and jural relations associated with such assets
9 and token data.
10
11(c)   This title shall apply to all assets and data
12 recorded on or referenced by a distributed ledger, whether
13 or not such assets or data carries legal effect.
14
15(d)   This    title     shall    provide     the     interpretive
16 framework to determine the scope, applicability and legal
17 effect of the assets and data.
18
19(e)   This title shall establish lex situs and nexus in
20 Wyoming for keyholders as provided under W.S. 43-1-302.
21
22(f)   The scope of a distributed ledger digital asset
23 or sealed token shall be characterized simultaneously by
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1 the    distributed      ledger   digital     asset       or   sealed      token's
2 record        on     the     distributed  ledger       and      by      the
3 characterization of the distributed ledger digital asset or
4 sealed       token's   subject    matter.    Each        distributed        ledger
5 digital asset and sealed token shall have different scope
6 determinations, lex situs and applicable regimes of law.
7
8(g)     Distributed     ledger     digital    assets  and     sealed
9 tokens       shall     be    classified     according  to    the     token
10 classifications and token taxonomies established throughout
11 this title.
12
13(h)     The relationship between this title and title 34,
14 chapter 29 of the Wyoming statutes shall be as provided
15 under W.S. 43-1-211.
16
17(j)     The relationship between this title and the UCC
18 and other applicable law shall be as provided under W.S.
19 43-1-211 and article 3 of this chapter.
20
21(k)     The   scope   provisions     of    this    section      shall   be
22 subordinate to:
23
                                    36  HB0160
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1(i)     The sealed scope hierarchy established under
2 W.S. 43-1-204 through 43-1-209;
3
4(ii)     The    multi-aspect  framework       established
5 under W.S. 43-1-210.
6
7(m)    The sealed scope hierarchy established under W.S.
8 43-1-204       through       43-1-209       shall     control       all     scope
9 determinations under this title. The multi-aspect framework
10 under    W.S.    43-1-210      shall       supplement      the    sealed    scope
11 hierarchy      for    all    scope   and    interpretive  analysis   under
12 this title.
13
14(n)    Where    this    section       conflicts      with    the     sealed
15 scope hierarchy under W.S. 43-1-204 through 43-1-209 or the
16 multi-aspect  framework    under      W.S.    43-1-210,      the     sealed
17 scope hierarchy and multi-aspect framework shall control.
18
1943-1-204.       Sealed scope hierarchy.
20
21(a)    This section shall  establish      and designate the
22 sealed       scope    hierarchy      governing       the    application       and
23 interpretation of all statutes and provisions under this
                                      37  HB0160
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1 title.       The     sealed    scope     hierarchy      shall    apply   in   the
2 following order of precedence:
3
4(i)     Statute    scope,       as    provided      under      W.S.
5 43-1-205;
6
7(ii)     Sealed     jurisdictional  nexus     scope,      as
8 provided under W.S. 43-1-206;
9
10(iii)     Distributed-ledger-digital-asset scope, as
11 provided under W.S. 43-1-207;
12
13(iv)     Subject    matter      scope,     as    provided   under
14 W.S. 43-1-208;
15
16(v)     Legal regime scope, as provided under W.S.
17 43-1-209.
18
19(b)     The    sealed     scope      hierarchy    under    this   section
20 shall govern courts, agencies, auditors, administrators and
21 other interpreters in applying this title. Each tier shall
22 operate as a separate analytical layer and completion of
                                        38  HB0160
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1 analysis at one (1) tier shall constitute a prerequisite to
2 analysis at the subsequent tier.
3
443-1-205.    Statute scope.
5
6(a)   Statute     scope     shall       provide       the      threshold
7 determination      of   applicable      law,   including  whether   this
8 title, title 34, chapter 29 of the Wyoming statutes, the
9 UCC or other bodies of law govern a transaction, asset or
10 relation.
11
12(b)   The   statute    scope     analysis       shall       precede   all
13 other scope determinations under the sealed scope hierarchy
14 provided by W.S. 43-1-204 through 43-1-209.
15
1643-1-206.    Sealed lex situs scope.
17
18(a)   The   sealed    lex   situs     scope     shall       provide    the
19 framework to determine:
20
21(i)   Whether    a    digital     asset    on     a    distributed
22 ledger falls within this title;
23
                                    39  HB0160
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1(ii)     The       establishment      of      lex      situs    for
2 jurisdiction in this state over sealed tokens, distributed
3 ledger       digital       assets,    key    holders      and     other   sealed
4 framework designations;
5
6(iii)        The   characterization      of   sealed    framework
7 designations  as     intangible      property     for    jurisdictional
8 nexus purposes that shall be separate from subject matter
9 characterization under W.S. 43-1-208.
10
1143-1-207.  Distributed ledger digital asset scope.
12
13(a)    The distributed ledger digital asset scope shall
14 provide       the      framework       to    determine  the    level   of
15 interpretive analysis.
16
17(b)    The distributed ledger digital asset scope shall
18 determine whether classification and interpretation occur
19 at the level of:
20
21(i)     A      distributed       ledger       digital       asset,
22 identifying  and     classifying       multiple  tokens    across
                                       40  HB0160
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1 sequential     transactions       as   the     same    digital      asset
2 construct; or
3
4(ii)   An   individual     token     or     sealed     token
5 associated with this state.
6
7(c)   The distributed ledger digital asset scope shall
8 include analysis of legal effects arising from execution of
9 legal instruments, interests or jural relations occurring
10 over   multiple     distributed    ledger    transactions   associated
11 with multiple tokens.
12
1343-1-208.    Subject matter scope.
14
15(a)   The    subject   matter   scope     shall    provide    the
16 framework to:
17
18(i)    Determine the classification of distributed
19 ledger digital assets and sealed tokens by identifying the
20 legal characterization that an indicia may evidence as a
21 corpus;
22
                                   41  HB0160
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1(ii)    Conduct       a    multi-aspect  analysis,    which
2 shall   include      the    evaluation       of      functionality,       property
3 interests, res and jural relations;
4
5(iii)       Characterize the subject matter or res as
6 intangible, tangible or real property, which shall proceed
7 independently       of     the   sealed     lex      situs     characterization
8 under W.S. 43-1-206(a)(iii).
9
1043-1-209.     Legal regime scope.
11
12 The legal regime scope shall apply a multi-regime analysis
13 as provided under W.S. 43-1-301 to determine the applicable
14 law    for   each    legal       dimension      of     a    distributed    ledger
15 digital asset or sealed token established under the subject
16 matter scope under W.S. 43-1-208.
17
1843-1-210.     Multi-aspect framework.
19
20(a)   The sealed scope hierarchy established under W.S.
21 43-1-204     through       43-1-209     shall     be       supplemented    by   the
22 multi-aspect framework for scope and interpretive matters
23 as provided under provisions of this title.
                                        42  HB0160
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1
2(b)   The   multi-aspect       framework     shall        apply   in
3 addition to the sealed scope hierarchy and shall provide
4 analytical methodology at each tier of the sealed scope
5 hierarchy.
6
7(c)   The sealed scope hierarchy shall constitute the
8 threshold     analytical      sequence    within    the     multi-aspect
9 framework.
10
11(d)   The   sealed    scope    hierarchy     shall   be     applied
12 strictly     and   in   order    as   a   prerequisite      to    detailed
13 multi-aspect analysis under this title.
14
15(e)   Each tier of the sealed scope hierarchy shall be
16 analyzed through the multi-aspect framework provisions of
17 this title.
18
1943-1-211.   Relationship to title 34, chapter 29 of the
20 Wyoming statutes; applicability.
21
22(a)   This title shall govern digital assets recorded
23 on     or    referenced     by   a    distributed     ledger       through
                                  43  HB0160
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1 cryptographic     procedures.       Digital        assets    recorded  on   or
2 referenced by      a distributed ledger  through      cryptographic
3 procedures      shall    be   designated  as     distributed       ledger
4 digital assets, sealed tokens and the digital assets and
5 sealed tokens derivatives under this title.
6
7(b)    Digital assets governed by this title shall be
8 excluded from the provisions of title 34, chapter 29 of the
9 Wyoming      statutes   except    as     provided       by   subsections  (d)
10 through (f) of this section.
11
12(c)    Digital    assets     that     are      not    recorded     on        or
13 referenced by a  distributed ledger through  cryptographic
14 procedures      shall    continue      to   be   governed        by   title        34,
15 chapter 29 of the Wyoming statutes and this title shall not
16 apply to those assets.
17
18(d)    The securities provisions under title 34, chapter
19 29 of the Wyoming statutes shall continue to be applicable
20 and in force and effect as applied to distributed ledger
21 digital      assets,    supplemented        by   this    title.       Where    this
22 title supplements the securities provisions under title 34,
                                     44  HB0160
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1 chapter      29   of    the   Wyoming     statutes,     this     title    shall
2 control.
3
4(e)    The currency provisions under title 34, chapter
5 29 of the Wyoming statutes shall continue to be applicable
6 and in force and effect as applied to distributed ledger
7 digital      assets,    supplemented      by    this    title.    Where    this
8 title supplements the currency provisions under title 34,
9 chapter      29   of    the   Wyoming     statutes,     this     title    shall
10 control.
11
12(f)    The      utility    token     provisions  and    consumer
13 protection provisions under title 34, chapter 29 of the
14 Wyoming statutes as applied to digital assets shall remain
15 in force and effect and shall be applicable to distributed
16 ledger digital assets under this title.
17
18ARTICLE 3
19GENERAL INTERPRETIVE PROVISIONS
20
2143-1-301.       Multi-situs        and     multi-lex  specialis
22 framework.
23
                                      45  HB0160
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1(a)    A distributed ledger digital asset or a sealed
2 token      may      simultaneously    be      subject    to    multiple    and
3 differing lex  specialis. Each distributed  ledger digital
4 asset and sealed token shall govern distinct legal aspects
5 or domains.
6
7(b)    A sealed token, sealed instrument or sealed jural
8 relation      may    evidence,   record    or    document     any   interest,
9 right, obligation or relation cognizable under law.
10
11(c)    No limitation in this title shall restrict the
12 legal regimes applicable to a distributed ledger digital
13 asset or a sealed token to any enumerated category.
14
15(d)    Multiple legal regimes may apply simultaneously
16 to   the     same    distributed     ledger    digital    asset     or   sealed
17 token, including:
18
19(i)     Property law;
20
21(ii)     Contract law;
22
23(iii)     Commercial law under the UCC;
                                      46  HB0160
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1
2(iv)     Federal and state securities law;
3
4(v)     Commodities law;
5
6(vi)     Tax law;
7
8(vii)     Bankruptcy law;
9
10(viii)        Any     other    specialized     statutory     or
11 regulatory regimes.
12
13(e)   Multiple UCC articles may apply to a distributed
14 ledger digital asset and a sealed token as determined by:
15
16(i)     The     distributed      ledger      digital   asset's
17 functionality,        classification        and     taxonomy   under    this
18 title; and
19
20(ii)     The  sealed     token's       functionality,
21 classification and taxonomy under this title.
22
                                       47  HB0160
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1(f)     The lex specialis from other bodies of law may
2 simultaneously apply to the same distributed ledger digital
3 asset    or    sealed       token    according to  the   legal     domain or
4 subject       matter    involved.        Each     applicable  lex    specialis
5 shall    govern       its    respective        legal       domain       independently,
6 without regard to other lex specialis by applying to the
7 same distributed ledger digital asset or sealed token.
8
9(g)     Each applicable lex specialis and choice of law
10 principle        shall        operate  independently.  Courts  and
11 administrators  shall        engage     in     a      multi-layered  legal
12 analysis       rather       than      collapsing  a    distributed  ledger
13 digital       asset     or     sealed        token        into      a   single      legal
14 characterization.
15
16(h)     Distributed  ledger     digital  assets        and    sealed
17 tokens    under       this    title     shall        be    characterized  by   the
18 simultaneous application of multiple lex situs and multiple
19 lex    specialis.       Federal       and     state       regulatory      regimes       may
20 apply     concurrently  to     different  aspects       of    the       same
21 distributed ledger digital asset or sealed token. Multiple
22 state regimes may apply concurrently where jurisdictional
23 nexus exists under each regime. Simultaneous application of
                                         48  HB0160
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1 multiple       regimes      shall    not      create    conflict  where    each
2 regime governs a distinct legal dimension established under
3 the subject matter scope. The simultaneous application of
4 the doctrine of conflict of laws and the doctrine of choice
5 of     law    shall        govern    the      legal     characterization  and
6 interpretation        of     distributed       ledger     digital        assets   and
7 sealed       tokens   under       this    title.      Application        under    this
8 subsection  shall    be     analogous     to    how   the     UCC       permits
9 multiple       articles       to    apply      concurrently  to    the     same
10 property or transaction.
11
12(j)     The framework established under this title shall
13 accommodate an analysis under any legal regime, present or
14 future and shall apply to interests or relations evidenced
15 through distributed ledger technology.
16
1743-1-302.       Sealed lex situs.
18
19(a)     A   distributed       ledger      digital     asset        or    sealed
20 token    shall      have     lex    situs     scope     in   this    state       if   a
21 keyholder having nexus with Wyoming cryptographically signs
22 or controls such asset or token.
23
                                          49  HB0160
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1(b)   The    sealed    lex    situs        corpus    of     a   distributed
2 ledger    digital     asset    or    sealed        token    shall      constitute
3 intangible    property       under    Wyoming       law.     This      designation
4 shall attach to the token by virtue of the cryptographic
5 signature and keyholder nexus, independent of:
6
7(i)    The nature, content or legal effect of any
8 data or information recorded on or associated with such
9 token;
10
11(ii)    Whether  such  data      or  information
12 constitutes  evidentiary  information,  descriptive
13 information or information having legal effect under this
14 title or any other law.
15
16(c)   A distributed ledger digital asset or a sealed
17 token may have:
18
19(i)    A sealed lex situs in Wyoming as intangible
20 property under subsection (b) of this section; and
21
22(ii)    A   separate     lex     situs       determination     under
23 the    subject      matter     scope        for     any     interest,      right,
                                      50  HB0160
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1 obligation or relation evidenced by the data or information
2 recorded on or associated with such token.
3
4(d)    The sealed lex situs as intangible property under
5 this section shall exist and have legal force and effect
6 independent of any legal characterization or effect of the
7 recorded data or information. The sealed lex situs corpus
8 shall provide the jurisdictional foundation for application
9 of     this    title      regardless   of   whether       the    recorded
10 information:
11
12(i)     Has immediate legal effect;
13
14(ii)    Has potential future legal effect;
15
16(iii)    Has no legal effect; or
17
18(iv)    Consists solely of evidentiary information
19 or descriptive information.
20
21(e)    For purposes of establishing a sealed lex situs
22 under this section, a keyholder nexus with this state may
23 include:
                                   51  HB0160
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1
2(i)     A domicile or residence in Wyoming;
3
4(ii)     An organization or formation under Wyoming
5 law;
6
7(iii)       A     registration       or    qualification        under
8 Wyoming law;
9
10(iv)     Any  other      connections       establishing
11 jurisdiction under Wyoming law;
12
13(v)     A       nexus     established      consistent    with    the
14 requirements       and       limitations       under   the   sealed   token   lex
15 situs nexus privacy provisions as provided in this title.
16
17(f)   A     sealed      lex     situs    under    this   section      shall
18 constitute the jurisdictional predicate for application of
19 this title. This title shall apply to a distributed ledger
20 digital asset or a sealed token only where a sealed lex
21 situs exists under this section.
22
                                         52  HB0160
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143-1-303.     Distributed  ledger      as     an      evidentiary
2 medium.
3
4(a)   A     distributed       ledger     may        record,    evidence,
5 document     or     provide      descriptive       attributes  for   any
6 information, data, state, condition, process or transition,
7 whether or not such information carries legal force and
8 effect.
9
10(b)   Any information recorded on a distributed ledger
11 may    include      evidentiary  information       and      descriptive
12 information, which shall be distinct categories under this
13 title.
14
15(c)   Any recording on a distributed ledger shall not,
16 by itself:
17
18(i)    Establish legal force and effect;
19
20(ii)    Create      a    property        interest,       contract,
21 obligation or jural relation; or
22
                                      53  HB0160
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1(iii)     Require    legal        classification      solely    by
2 virtue of the recording.
3
4(d)   Any    legal    force    and   effect     may    arise    through
5 subsequent analysis determining that recorded information
6 meets applicable standards under a regime of law.
7
8(e)   This title shall distinguish between:
9
10(i)     The    recording     function     of    a    distributed
11 ledger as an evidentiary medium;
12
13(ii)    The evidentiary standards applicable to the
14 recorded information; and
15
16(iii)     The legal characterization and effects, if
17 any,    arising     from    subsequent      analysis    of       the   recorded
18 information.
19
20(f)   No court, agency or administrator shall presume
21 that    information  recorded      on     a   distributed        ledger
22 constitutes a security, commodity, financial instrument or
23 other regulated category solely by virtue of the recording
                                      54  HB0160
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1 or solely by virtue of meeting the evidentiary standards.
2 The legal characterization of a distributed ledger shall
3 require      analysis    of    functionality,       legal     effects      and
4 subject matter under this title.
5
643-1-304.      Categories of recorded information.
7
8(a)   Any information recorded on a distributed ledger
9 may include:
10
11(i)     Evidentiary     information      meeting      standards
12 under this title, which may subsequently support the legal
13 force and effect upon application of an applicable regime
14 of law;
15
16(ii)     Descriptive  information  providing
17 attributes,        metadata,   state      documentation     or    processual
18 data;
19
20(iii)     Information       having   immediate      legal   force
21 and effect under this title or any other applicable law;
22
                                     55  HB0160
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1(iv)    Information       having      potential     future   legal
2 effect, including records that may become relevant to legal
3 proceedings, transactions or determinations.
4
5(b)   Any     evidentiary  information      or     descriptive
6 information        recorded     on    a    distributed      ledger     without
7 immediate legal force and effect may subsequently acquire
8 legal significance through:
9
10(i)     Subsequent determinations that any recorded
11 information        meets   evidentiary       standards      sufficient  for
12 application of a regime of law;
13
14(ii)    Later associations with a sealed token or a
15 sealed jural relation;
16
17(iii)     Use as evidence in legal proceedings;
18
19(iv)    Incorporations  into    a    transaction      or    a
20 legal determination;
21
22(v)     Any   other     circumstances       establishing     legal
23 relevance.
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1
2(c)   The sealed scope hierarchy  under     W.S. 43-1-204
3 through      43-1-209       shall        provide       the     framework     for
4 determining    whether       and    when    information        recorded    on   a
5 distributed       ledger    constitutes       a    legal     object,   carries
6 legal    effect     or    requires       subject   matter      classification
7 under this title.
8
943-1-305.     Sealed instrument classification.
10
11(a)   Classification of a token as an instrument under
12 this title shall relate to the transfer mechanism of the
13 token.
14
15(b)   Instrument classification shall apply regardless
16 of   whether   the       token   carries    immediate        legal   force   and
17 effect.
18
19(c)   Each    token       shall     have    a    transfer     mechanism
20 classification under the instrument framework of this title
21 to provide the foundation for subsequent legal analysis,
22 including potential treatment under the UCC.
23
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143-1-306.       Non-repudiation and data integrity.
2
3(a)    A distributed ledger shall constitute a permanent
4 record       of     transactions,  tokens    and        references        to
5 transactions        and    tokens.   References     to     transactions      and
6 tokens shall include pointers to data, whether on-ledger or
7 off-ledger.
8
9(b)    The provisions of this title shall govern:
10
11(i)     Issues    arising    when    data    referenced       by    a
12 pointer constitutes mutable or repudiable data;
13
14(ii)    Non-repudiable  data        and     verification
15 standards;
16
17(iii)       The relationship between mutable data and
18 evidentiary information and descriptive information under
19 this title.
20
21(c)    The issues addressed under subsection (b) of this
22 section      shall    constitute     foundational  issues    and   shall
23 apply to all legal analysis under this title.
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1
243-1-307.      Distributed  legal    effects;       multi-aspect
3 analysis.
4
5(a)    Distributed       ledger      and    token      implementations
6 shall   not    produce    legal      objects      in   discrete    forms    with
7 distinct      legal      effects.  Legal    effects,       rights     and
8 obligations arising from distributed ledger systems shall
9 be   fragmented      across   network       nodes,     protocol    layers    and
10 sequential     transactions.  Traditional       legal    methodologies
11 premised       on     unitary        instruments  or     single-regime
12 classification        shall     be    insufficient  to     address    the
13 technical realities of distributed ledger architectures.
14
15(b)    Classifications  and      characterizations        of      a
16 distributed ledger digital asset or a sealed token shall
17 require multi-aspect analysis as provided under this title.
18
19(c)    The following designations under this title shall
20 provide      the    framework     for      rendering     distributed        legal
21 effects coherent under Wyoming law:
22
23(i)   Distributed ledger digital assets;
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1
2(ii)    Sealed tokens;
3
4(iii)    Sealed instruments;
5
6(iv)    Sealed interests;
7
8(v)     Sealed jural relations.
9
1043-1-308.      Application     of    distributed   ledger   digital
11 asset scope.
12
13(a)    The distributed ledger digital asset scope shall
14 apply where the operational realities of distributed ledger
15 systems and token implementation require aggregate analysis
16 across        multiple      tokens  to   provide     comprehensive
17 interpretation of what constitutes a digital asset.
18
19(b)    Traditional legal analysis treating a token as a
20 single discrete unit shall not provide a sufficient basis
21 for interpretation where a distributed ledger digital asset
22 arises       from     multiple   distributed       ledger   transactions
23 occurring:
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1
2(i)     Sequentially;
3
4(ii)     Concurrently; or
5
6(iii)        Across multiple parties.
7
8CHAPTER 2
9SEALED TOKEN LEX SITUS NEXUS PRIVACY PROVISIONS
10
11ARTICLE 1
12   FOUNDATIONAL ANCHORS AND NEXUS PROPERTY CLASSIFICATIONS
13
1443-2-101.       Scope.
15
16(a)    This  chapter    shall      provide     the    threshold
17 framework for  determining the jurisdictional location of
18 digital      assets    and     the    protection      of   keyholder   privacy
19 under this title.
20
21(b)    The provisions of this chapter shall govern the
22 establishment  of    Wyoming    lex    situs   for    all   distributed
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1 ledger digital assets and sealed tokens possessing a sealed
2 jurisdictional nexus to this state.
3
4(c)   This      chapter        shall     apply        to    the     forensic
5 discovery  of      jurisdictional  vectors  and      the
6 characterization  of    computational  corpus       as    intangible
7 property located in Wyoming.
8
943-2-102.       Construction and interpretation.
10
11(a)   The provisions of this chapter shall be construed
12 to     promote    technical      clarity        and    legal       certainty     for
13 participants      exercising  control    over    distributed  ledger
14 records through cryptographic procedures.
15
16(b)   The interpretation of jurisdictional nexus shall
17 prioritize the establishment of a legal environment that
18 recognizes       the    distinct       characteristics  of    distributed
19 ledger technology.
20
21(c)   Courts and agencies shall apply the multi-aspect
22 hierarchy    provided  under    chapter    1     of    this      title   when
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1 evaluating        computational  indicia      to    identify        lex     situs
2 anchors.
3
443-2-103.      Sealed      keyholder  lex    situs;    establishment
5 and designation.
6
7(a)    A    sealed    keyholder  shall       establish  a    sealed
8 keyholder      lex   situs       in   Wyoming       upon    establishment  of   a
9 sealed       jurisdictional  nexus    under        W.S.     43-2-105  and
10 attainment of a sealed keyholder status under this chapter.
11
12(b)    A   sealed    keyholder  lex    situs      shall    anchor  the
13 sealed      keyholder      lex    situs       corpus       to   Wyoming  for    all
14 purposes under Wyoming law, including jurisdiction, choice
15 of   law,    perfection,  priority     and     attachment        of       security
16 interests.
17
1843-2-104.      Sealed  keyholder  lex      situs  corpus;
19 intangible property designation.
20
21(a)    The sealed keyholder lex situs corpus shall be
22 designated as intangible property located in Wyoming.
23
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1(b)    The    designation     under     subsection        (a)    of    this
2 section      shall    attach    automatically       upon     attainment       of   a
3 sealed       keyholder      status   under     this     chapter      and     shall
4 require no additional filing, registration or action by the
5 sealed keyholder.
6
7(c)    The sealed keyholder lex situs corpus designated
8 as intangible property under subsection (a) of this section
9 shall include:
10
11(i)     The   cryptographic     relationship  between    the
12 private key and its corresponding public key;
13
14(ii)    The juridical position of control over one
15 (1)    or    more    public    addresses     and   associated       distributed
16 ledger records;
17
18(iii)     The      capacity  to        generate        valid
19 cryptographic  signatures     recognized  by    the    applicable
20 protocol;
21
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1(iv)    All jural relations attaching to the sealed
2 keyholder's control over distributed ledger digital assets
3 or sealed tokens; and
4
5(v)    All        rights,     powers,  privileges  and
6 immunities arising from the sealed keyholder's status under
7 this title.
8
9(d)     For purposes of establishing the jurisdictional
10 anchor    of    the    sealed       keyholder     lex   situs    corpus  as   a
11 distinct object of legal right, the sealed keyholder lex
12 situs corpus shall be deemed to be located in Wyoming.
13
1443-2-105.       Sealed        keyholder        lex      situs;  sealed
15 jurisdictional nexus; sealed keyholders.
16
17(a)     The laws of this state shall govern the sealed
18 keyholder       lex    situs       corpus    of   any   distributed  ledger
19 digital        asset        or     sealed     token     having  a        sealed
20 jurisdictional  nexus       to   Wyoming    as       provided       in     this
21 section.
22
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1(b)   A sealed jurisdictional nexus to this state shall
2 exist    only    when      not    less     than    one       (1)       keyholder    of   a
3 distributed        ledger        digital       asset      or       a     sealed    token
4 satisfies one (1) or more of the following conditions:
5
6(i)     The     keyholder,  if      a        natural        person,
7 maintains a domicile within this state;
8
9(ii)    The keyholder, if a legal entity, has been
10 organized, formed or registered to do business under the
11 laws of this state;
12
13(iii)      The keyholder serves as a custodian or is
14 licensed, chartered or authorized to conduct business under
15 the laws of this state; or
16
17(iv)    The  keyholder       operates  as     a    qualified
18 custodian       maintaining        its        principal       place       of    business
19 within this state.
20
21(c)   A keyholder satisfying any condition enumerated
22 in subsection (b) of this section shall be designated as a
23 sealed   keyholder  with    respect       to    the     distributed  ledger
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1 digital asset or sealed token for which the keyholder has
2 demonstrated a sealed jurisdictional nexus.
3
4(d)    A contractual designation of Wyoming law as the
5 governing law of a digital asset or token transaction shall
6 not establish a sealed jurisdictional nexus to this state
7 absent not less than one (1) sealed keyholder as provided
8 in subsection (c) of this section.
9
10(e)    When no keyholder qualifies as a sealed keyholder
11 under    subsection       (c)   of     this     section,    no   sealed
12 jurisdictional nexus to this state shall exist and this
13 title shall not govern the distributed ledger digital asset
14 or sealed token.
15
1643-2-106.     Subject    matter    lex    situs;     independent
17 determination.
18
19(a)    A subject matter lex situs shall be determined
20 independently of a sealed keyholder lex situs and shall
21 depend       upon   the   nature,     classification,      location   or
22 governing law of the subject matter itself.
23
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1(b)    A subject matter lex situs shall be established
2 through examination of subject matter lex situs indicia.
3
4(c)    Upon determination of a subject matter lex situs,
5 the law of the determined jurisdiction shall govern the
6 subject matter lex situs corpus, independent of the law
7 governing the sealed keyholder lex situs corpus.
8
943-2-107.     Analytical       independence   of   lex    situs
10 anchors.
11
12(a)    A sealed keyholder lex situs corpus and a subject
13 matter       lex    situs    corpus     shall   constitute    distinct
14 analytical objects requiring independent legal treatment at
15 separate stages of the analysis.
16
17(b)    A sealed token or a distributed ledger digital
18 asset may simultaneously have:
19
20(i)   A sealed keyholder lex situs in Wyoming; and
21
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1(ii)     A    subject     matter      lex     situs   in      Wyoming,
2 another jurisdiction or multiple jurisdictions depending on
3 the components of the subject matter.
4
5(c)   In analyzing a distributed ledger digital asset
6 or a sealed token under this title:
7
8(i)     A     sealed     keyholder      lex     situs        shall    be
9 evaluated        first      at      the     transaction       level  through
10 examination of sealed keyholder lex situs indicia;
11
12(ii)     A     subject       matter     lex     situs      shall       be
13 evaluated        subsequently       through        examination       of     subject
14 matter lex situs indicia; and
15
16(iii)        The legal consequences applicable to each
17 corpus shall be determined under the law of each respective
18 situs and any applicable lex specialis.
19
2043-2-108.  Simultaneous lex specialis.
21
22(a)   A     simultaneous       lex    specialis       may     occur        when
23 different legal regimes apply distinct bodies of law to the
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1 same subject matter or a sealed keyholder lex situs corpus
2 is based on the specific jural relations analyzed.
3
4(b)    The application of Wyoming law as lex specialis
5 to the sealed keyholder lex situs corpus shall not preclude
6 the simultaneous application of other lex specialis to the
7 subject matter lex situs corpus.
8
9(c)    Where simultaneous lex specialis applies, a court
10 shall harmonize the applicable legal regimes to the maximum
11 extent permitted by law, giving legal force and effect to
12 the specific purposes and protections of each regime.
13
14(d)    The designation of a sealed keyholder lex situs
15 corpus       as   intangible     property   under    this     title   shall
16 constitute        a   specific   application   of    lex     specialis   for
17 jurisdictional and property location purposes under Wyoming
18 law.
19
2043-2-109.       Discovery of lex situs; forensic analysis.
21
22(a)    The establishment of a sealed keyholder lex situs
23 or a subject matter lex situs shall result from a discovery
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1 process      involving      forensic     and     legal   analysis      of    the
2 computational corpus to identify verifiable jurisdictional
3 vectors.
4
5(b)   The        discovery      process      shall     utilize        the
6 multi-aspect hierarchy to examine computational indicia for
7 the    purpose     of    synthesizing     the    legal   conclusion  of    a
8 sealed token or identifying a subject matter situs.
9
10(c)   A party to the action or a court conducting a
11 discovery process may rely upon cryptographic signatures,
12 metadata,     content      identifiers,        zero-knowledge    proofs  or
13 third-party  attestations  maintained  within  the
14 computational corpus.
15
16(d)   The discovery process may extend to an associated
17 sealed token to the extent necessary to determine the legal
18 consequences of the associated sealed token's interaction
19 with a sealed token's sealed keyholder lex situs corpus.
20
2143-2-110.        Evidentiary standards and presumptions.
22
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1(a)    Computational  indicia  generated        through
2 cryptographic        embodiment  or     forensic      discovery    shall
3 constitute prima facie evidence of the corresponding lex
4 situs corpus, subject to rebuttal through evidence of fraud
5 or technical malfunction.
6
7(b)    The   discovery      of    a    sealed    keyholder    having    a
8 Wyoming nexus shall create a rebuttable presumption of a
9 Wyoming      lex    situs    for   the       sealed    keyholder    lex   situs
10 corpus.
11
12(c)    Nonrepudiable  data  recorded        within     the
13 computational       corpus     shall     satisfy       the   requirements   for
14 attribution and authentication under title 40, chapter 30
15 of     the   Wyoming        statutes     and     the     Uniform    Electronic
16 Transactions Act.
17
1843-2-111.      Associated sealed tokens; applicability and
19 scope.
20
21(a)    An associated sealed token connection shall exist
22 only where the legal consequences of an associated token
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1 affect       the    sealed   token's        sealed     keyholder       lex    situs
2 corpus, subject matter lex situs corpus or jural relations.
3
4(b)    Association  through  metadata,  off-chain
5 references  or    non-transactional  mechanisms     shall  not
6 establish the status of an associated sealed token under
7 this title.
8
9(c)    Any       associated     sealed     token     engaging  in     a
10 distributed ledger transaction with a sealed token may be
11 subject to a legal analysis under this title to determine
12 the legal consequences of that transaction.
13
14(d)    An    associated   sealed        token    shall    not    become       a
15 sealed token by virtue of the associated sealed token's
16 association        and shall remain  subject    to the law  of    the
17 associated  sealed    token's       own   lex     situs     unless  the
18 associated  sealed     token        independently        satisfies  the
19 designation factors.
20
21ARTICLE 2
22KEYHOLDER SITUS
23
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143-2-201.    Establishment of keyholder situs.
2
3(a)   A keyholder shall  establish keyholder situs  by
4 executing    a   cryptographic      signature  using   a   private     key
5 over a distributed ledger transaction or other data.
6
7(b)   A distributed ledger transaction shall contain a
8 signifier in the form of a public address or wallet address
9 corresponding to the public key derived from the signing
10 private key.
11
12(c)   A   keyholder    may    demonstrate  continued      control
13 over a public address by re-signing a challenge using the
14 same   private     key,   which     shall    constitute  non-repudiable
15 proof of control.
16
1743-2-202.    Characterization of keyholder situs corpus
18 and indicia.
19
20(a)   The corpus of a keyholder situs shall include the
21 mathematical     relationship       between       a    private     key   and   its
22 corresponding      public    key    and     the       juridical    position     of
23 control over associated records.
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1
2(b)    The indicia of keyholder situs shall include a
3 valid    cryptographic        signature,       a     public    address   derived
4 from    the   corresponding  public    key    and     protocol-specific
5 validation confirming mathematical integrity.
6
7(c)    A keyholder situs indicia satisfying subsection
8 (b) of this section shall constitute prima facie evidence
9 of a keyholder situs and an intent to sign at the time the
10 signature was executed.
11
1243-2-203.      Signing and finalization; juridical stages.
13
14(a)    The     act       of     cryptographically  signing    a
15 distributed ledger transaction and the act of finalizing
16 the     distributed  ledger     transaction  shall     constitute
17 distinct juridical events with separate legal consequences.
18
19(b)    A     cryptographic  signature  applied     to    a
20 transaction that has not been finalized shall establish a
21 keyholder  situs   but    shall        not     create,       transfer   or
22 extinguish any jural relation.
23
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1(c)   A   distributed      ledger    transaction        shall   achieve
2 legal validity and operative effect only upon finalization
3 as     determined     by   the    applicable        protocol's     consensus
4 mechanism or validation rules.
5
6(d)   Where    a    transaction     has   been    signed        but   not
7 finalized    and     subsequently       finalized     without    alteration,
8 the    keyholder     situs     established       at    signing     shall      be
9 presumed to continue through finalization.
10
11CHAPTER 3
12SEALED JURAL RELATIONS PROVISIONS
13
14ARTICLE 1
15GENERAL PROVISIONS
16
1743-3-101.     Scope.
18
19(a)   This chapter shall apply to all governance jural
20 relations,       governance      tokens    and   governance       mechanisms
21 recorded on or referenced by a distributed ledger.
22
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1(b)   The provisions of this chapter shall govern the
2 legal     characterization       of        collective       decision-making
3 processes associated with distributed ledger digital assets
4 and sealed tokens.
5
643-3-102.     Construction and interpretation.
7
8(a)   Courts,      agencies    and       other   interpreters    shall
9 construe the provisions of this chapter to promote legal
10 certainty     for    participants  in    decentralized      governance
11 systems.
12
13(b)   Interpretation      of       governance       jural    relations
14 shall     proceed    through    the       application      of    multi-aspect
15 analysis     and    the   hierarchy       of    scope    established    under
16 article 1, chapter 1 of this title.
17
18(c)   The    determination  of     any     governance    jural
19 relation shall require an analysis of a governance indicia
20 to establish the existence of the corresponding governance
21 corpus.
22
23ARTICLE 2
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1GOVERNANCE PROVISIONS
2
343-3-201.       Governance       token;        classification;  legal
4 effect.
5
6(a)   A    governance      token       shall    constitute        a   sealed
7 token or distributed ledger digital asset that represents
8 one    (1)   or    more      governance       jural    relations,        including
9 governance        powers,      governance        liabilities,  governance
10 immunities or governance disabilities, with respect to a
11 distributed ledger digital asset, sealed token, protocol,
12 smart contract or organization.
13
14(b)   The governance token corpus of a governance token
15 shall   comprise       the    bundle    of     governance    jural       relations
16 represented       by   the     token,       including     governance  powers,
17 governance  liabilities,  governance      immunities  and
18 governance disabilities associated with holding, delegating
19 or disposing of the governance token.
20
21(c)   The    governance      token       indicia     of     a    governance
22 token shall include token balances, token classes, on-chain
23 role    mappings,       delegation  records,     vesting       status    and
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1 protocol     logic    linking     tokens     to    governance  mechanisms,
2 from   which   a     governance     token    corpus        may   be   determined
3 through characterization under this title.
4
5(d)   A governance token may evidence one (1) or more
6 of the following governance jural relations:
7
8(i)     Governance     power,    including  voting   power,
9 proposal power, delegation power and veto power;
10
11(ii)    Governance  liability,  including       the
12 correlative liability of a person, organization or protocol
13 to have the governance token's governance jural relations
14 changed by the exercise of a governance power;
15
16(iii)     Governance        immunity,     including        minority
17 protections,       veto   rights,    supermajority  requirements      and
18 charter-based constraints; and
19
20(iv)    Governance  disability,  including        the
21 correlative absence of governance power by which a person
22 or   class   of     persons    cannot     change     the    governance     jural
23 relations of an immunity holder.
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1
2(e)   The    holder    of    a    governance       token    may   exercise
3 governance power through:
4
5(i)     A vote, by distributed ledger transaction,
6 smart contract interaction or protocol mechanism;
7
8(ii)    A     proposal,  submitted     for     consideration
9 under a governance mechanism;
10
11(iii)       A delegation by transferring the exercise
12 of a governance power to a delegate without transferring
13 the    underlying        governance  token   or     governance     jural
14 relation; or
15
16(iv)    Any other governance mechanism specified in
17 the governing instrument or protocol.
18
19(f)   A governance action shall have legal force and
20 effect only upon satisfaction of a quorum as defined by the
21 applicable      governing  instrument,        protocol        or   smart
22 contract.
23
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1(g)     The    governing      instrument       applicable        to   a
2 governance       token     shall     define     the     governance      jural
3 relations,       governance        mechanisms     and     decision-making
4 procedures applicable to the governance token and may take
5 the     form    of    articles      of   organization,  an   operating
6 agreement,      bylaws,    governing     principles,      protocol     rules,
7 smart contract code or any other instrument.
8
9(h)     The   indicia-corpus      characterization       and   subject
10 matter characterization of a governance token shall proceed
11 under the analytical framework established in this title,
12 and the sealed instrument classification of the governance
13 token    shall       determine     the   governance     token's       transfer
14 mechanics and legal effects.
15
16(j)     Nothing in this section shall alter or diminish
17 the application of federal securities law, the UCC or any
18 other law applicable to a governance token that constitutes
19 a security, investment property or controllable electronic
20 record under that law.
21
                                     81  HB0160
2026  STATE OF WYOMING  26LSO-0488
1Section 2.   This act is effective July 1, 2026.
2
3(END)
                              82  HB0160