§ 34-29-106 — Wyoming Utility Token Act; open blockchain tokens classified as intangible personal property; characteristics; filing requirements; fee; enforcement authority; definitions; virtual currency

Wyoming § 34-29-106

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

Text

(a) This section may be cited as the "Wyoming Utility
Token Act."
(b) An open blockchain token with the following
characteristics constitutes intangible personal property:
(i) The predominant purpose of the token is
consumptive, as defined in paragraph (g)(ii) of this section;
(ii) The developer or seller did not market the token
to the initial buyer as a financial investment, as defined in
paragraph (g)(v) of this section; and
(iii) At least one (1) of the following subparagraphs
is satisfied:
(A) The developer or seller reasonably believed
that it sold the token to the initial buyer for a consumptive
purpose;
(B) The token has a consumptive purpose that is
available at or near the time of sale and can be used at or near
the time of sale for a consumptive purpose;
(C) The initial buyer of the token is prohibited
by the developer or seller of the token from reselling the token
until the token is available to be used for a consumptive
purpose;
(D) The developer or seller takes other
reasonable precautions to prevent an initial buyer from
purchasing the token as a financial investment.
(c) Before making an open blockchain token under
subsection (b) of this section available for sale, the developer
or seller of a token, or the registered agent of the developer
or seller, shall electronically file a notice of intent with the
secretary of state and pay a filing fee of one thousand dollars
($1,000.00) to offset the costs of administering this section.
The notice of intent shall contain the name of the person acting
as a developer or seller, the contact information of the person,
or the registered agent of the person and comprehensive details
on the open blockchain token under subsection (b) of this
section made available for sale, as required by the secretary of
state. A form shall be made available by the secretary of state
for this purpose, which shall include a secure electronic form
conspicuously posted on the internet website of the secretary of
state. A developer, seller and the registered agent of these
persons, if applicable, shall have a continuing duty to update
the contact information provided on a notice of intent as long
as the open blockchain token associated with the notice is
actively being sold.
(d) A facilitator shall comply with the following
requirements:
(i) A facilitator shall, before making any token
available for resale to the public, confirm with the secretary
of state that a notice of intent has been filed pursuant to
subsection (c) of this section;
(ii) A facilitator shall, at all times, have a
reasonable and good faith belief that a token subject to resale
conforms to the requirements of paragraphs (b)(i) through (iii)
of this section; and
(iii) The facilitator shall take reasonably prompt
action to terminate the resale of a token which does not conform
to the requirements of this subsection.
(e) A willful failure by a developer, seller or
facilitator to comply with the duties imposed by this section
shall constitute an unlawful trade practice under W.S. 40-12-
105(a)(xvii). A developer, seller or facilitator is subject to
all applicable criminal statutes, including the fraud provisions
of W.S. 6-3-601 through 6-3-615.
(f) The secretary of state may refer the following to
appropriate state or federal agencies for investigation,
criminal prosecution, civil penalties and other appropriate
enforcement actions:
(i) Suspected violations of this section;
(ii) The developer, seller or facilitator of either
an open blockchain token which conforms to the requirements of
this section or another digital asset which substantially
resembles an open blockchain token, but which, in the
determination of the secretary of state, is being sold for
financial investment or fraudulent purposes.
(g) As used in this section:
(i) "Blockchain" means a digital ledger or database
which is chronological, consensus-based, decentralized and
mathematically verified in nature;
(ii) "Consumptive" means a circumstance when a token
is exchangeable for, or provided for the receipt of, services,
software, content or real or tangible personal property,
including rights of access to services, content or real or
tangible personal property;
(iii) "Developer" means the person primarily
responsible for creating an open blockchain token or otherwise
designing the token, including by executing the technological
processes necessary to create the token;
(iv) "Facilitator" means a person who, as a business,
makes open blockchain tokens under subsection (b) of this
section available for resale to the public after a token has
been purchased by an initial buyer;
(v) "Financial investment" means a contract,
transaction or arrangement where a person invests money in a
common enterprise and is led to expect profits solely from the
efforts of a promoter or a third party;
(vi) Except as otherwise provided in subsection (h)
of this section, "open blockchain token" means a digital unit
which is:
(A) Created:
(I) In response to the verification or
collection of a specified number of transactions relating to a
digital ledger or database;
(II) By deploying computer code to a
digital ledger or database, which may include a blockchain, that
allows for the creation of digital tokens or other units; or
(III) Using a combination of the methods
specified in subdivisions (I) and (II) of this subparagraph.
(B) Recorded to a digital ledger or database,
which may include a blockchain; and
(C) Capable of being traded or transferred
between persons without an intermediary or custodian of value.
(vii) "Seller" means a person who makes an open
blockchain token available for purchase to an initial buyer.
(h) Virtual currency or a digital security, as defined in
subsection (a) of this section, shall not constitute an open
blockchain token.