§ 34-29-103 — Perfection of security interests in digital assets; control; possession; security agreements; location

Wyoming § 34-29-103

• Jurisdiction: Wyoming
• Title 34: Property, Conveyances and Security Transactions
• Ch. 29: DIGITAL ASSETS
• Art. 1: IN GENERAL

Text

(a) Notwithstanding the financing statement requirement
specified by W.S. 34.1-9-310(a) as otherwise applied to general
intangibles or any other provision of law, perfection of a
security interest in virtual currency may be achieved through
possession and perfection of a security interest in digital
securities may be achieved by control. A security interest held
by a secured party having possession or control, as applicable,
of virtual currency or digital securities has priority over a
security interest held by a secured party that does not have
possession or control, as applicable. Other provisions of law
relating to perfection and priority of security interests,
including W.S. 34.1-9-322(c) and priority of control over
delivery, shall apply, except that W.S. 34.1-9-322(a)(i) and (b)
shall not apply. W.S. 34.1-9-207 shall apply to this section.
(b) Before a secured party may take possession or control
under this section, the secured party shall enter into a
security agreement with the debtor and, as necessary, other
parties. The security agreement may set forth the terms under
which a secured party may pledge its security interest as
collateral for another transaction. Consistent with W.S. 34.1-9-
201(a), the security agreement shall be effective according to
its terms between parties, against purchasers of collateral and
against creditors.
(c) If a debtor is located in Wyoming, a secured party may
file a financing statement with the secretary of state to
perfect a security interest in digital consumer assets or
digital securities, including to perfect a security interest in
proceeds pursuant to W.S. 34.1-9-315(d).
(d) Notwithstanding any other provision of law, including
article 9 of the Uniform Commercial Code, title 34.1, Wyoming
statutes, a transferee takes a digital asset free of any
security interest two (2) years after the transferee takes the
asset for value and does not have actual notice of an adverse
claim at any time during the two (2) year period. This
subsection only applies to a security interest perfected by
filing.
(e) As used in this section:
(i) "Control," when used in article 9, title 34.1,
Wyoming statutes and this section, consistent with W.S. 34.1-9-
314, includes the following:
(A) A secured party, or an agent, custodian,
fiduciary or trustee of the party, has complied with W.S. 34.1-
8-106, including by means of a private key or the use of a
multi-signature arrangement exclusive to the secured party or
any substantially similar analogue;
(B) Use of a smart contract created by a secured
party to comply with W.S. 34.1-8-106. As used in this
subparagraph, "smart contract" means an automated transaction,
as defined in W.S. 40-21-102(a)(ii), or any substantially
similar analogue, which is comprised of code, script or
programming language that executes the terms of an agreement,
and which may include taking custody of and transferring an
asset, or issuing executable instructions for these actions,
based on the occurrence or nonoccurrence of specified
conditions.
(ii) "Multi-signature arrangement" means a system of
access control relating to a digital asset for the purposes of
preventing unauthorized transactions relating to the asset, in
which two (2) or more private keys are required to conduct a
transaction, or any substantially similar analogue;
(iii) Repealed by Laws 2023, ch. 66, § 3.
(iv) "Possession," when used in article 9, title
34.1, Wyoming statutes and this section, consistent with 34.1-9-
313, means the ability to exclude others from the use of
property, and includes use of a private key, a multi-signature
arrangement exclusive to the secured party or a smart contract,
as defined in this subsection, or any substantially similar
analogue. "Possession" shall also include delivery of
certificated digital securities, consistent with W.S. 34.1-8-
301(a).
(f) Perfection by possession creates a possessory security
interest under W.S. 34.1-9-301(a)(ii) in virtual currency or
certificated digital securities, based on the possessory nature
of a private key or any substantially similar analogue, which
may be tangible or electronic.
(g) For purposes of article 9, title 34.1 and this
section, if collateral is required to be "located in a
jurisdiction," a digital asset is located in Wyoming if the
asset is possessed or controlled by a Wyoming bank, trust
company or other custodian, the debtor or secured party is
physically located in Wyoming or the debtor or secured party is
incorporated or organized in Wyoming, based on the following
factors:
(i) Whether a security agreement typically
accompanying a possessory security interest or other secured
transaction exists, consistent with W.S. 34.1-9-201(a),
including an agreement describing the possessory nature of a
private key or any substantially similar analogue;
(ii) Choice of law in a security agreement,
evidencing the intent and understanding of the parties relating
to a transaction, including waivers of litigation in
jurisdictions other than Wyoming, access to the Wyoming chancery
court and judicial economy; and
(iii) The relative clarity of the laws of other
jurisdictions relating to a digital asset, consequences relating
to unknown liens in those jurisdictions and the ability of a
court to exercise jurisdiction over a particular digital asset.