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

(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.