2018 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 4 - SECURITIES
ARTICLE 2 - EXEMPTIONS FROM REGISTRATION OF SECURITIES
SECTION 17-4-206 - Open blockchain token exemption.
17-4-206. Open blockchain token exemption.
(a) Except as otherwise provided by subsection (c) of this section, a developer or seller of an open blockchain token shall not be deemed the issuer of a security and shall not be subject to the provisions of W.S. 17-4-301 through 17-4-412 and 17-4-504 if all of the following are met:
(i) The developer or seller of the token, or the registered agent of the developer or seller, files a notice of intent with the secretary of state, as specified in subsection (d) of this section;
(ii) The purpose of the token is for a consumptive purpose, which shall only be exchangeable for, or provided for the receipt of, goods, services or content, including rights of access to goods, services or content; and
(iii) The developer or seller of the token did not sell the token to the initial buyer as a financial investment. This paragraph shall only be satisfied if:
(A) The developer or seller did not market the token as a financial investment; and
(B) At least one (1) of the following is true:
(I) The developer or seller of the token reasonably believed that it sold the token to the initial buyer for a consumptive purpose;
(II) The token has a consumptive purpose that is available at the time of sale and can be used at or near the time of sale for use for a consumptive purpose;
(III) If the token does not have a consumptive purpose available at the time of sale, the initial buyer of the token is prevented from reselling the token until the token is available for use for a consumptive purpose; or
(IV) The developer or seller takes other reasonable precautions to prevent buyers from purchasing the token as a financial investment.
(b) Except as otherwise provided by subsection (c) of this section, a person who facilitates the exchange of an open blockchain token shall not be deemed a broker-dealer or a person who otherwise deals in securities under this chapter and shall not be subject to the provisions of W.S. 17-4-301 through 17-4-412 and 17-4-504 if all of the following are met:
(i) The person, or the registered agent of the person, files a notice of intent with the secretary of state, as specified in subsection (d) of this section;
(ii) The person has a reasonable and good faith belief that a token subject to exchange conforms to the requirements of paragraphs (a)(i), (ii) and (iii) of this section; and
(iii) The person takes reasonably prompt action to terminate the exchange of a token that does not conform to the requirements of this subsection.
(c) Notwithstanding any other provision of law, a developer, seller or a person who facilitates the exchange of an open blockchain token is subject to the provisions of W.S. 17-4-501 through 17-4-503 and 17-4-505 through 17-4-510 only to the extent necessary to carry out those sections. The secretary of state shall have the authority provided under W.S. 17-4-601 through 17-4-613 to determine compliance with the provisions of this section, including whether a person qualifies for the exemptions set forth in this section. The evidentiary burdens specified in W.S. 17-4-503 shall apply in any proceeding initiated by the secretary of state pursuant to this subsection.
(d) A developer, seller or a person who facilitates the exchange of an open blockchain token, or the registered agent of the applicable person, shall electronically file a notice of intent with the secretary of state before the person shall qualify for an exemption under this section. The notice of intent shall contain the name of the person acting as a developer, seller or facilitator, the contact information of the person or the registered agent of the person and specify whether the person will be acting as a developer, seller or facilitator. A secure form shall be made available by the office of the secretary of state on its internet website for this purpose.
(e) As used in this section, "open blockchain token" means a digital unit which is:
(i) Created:
(A) In response to the verification or collection of a specified number of transactions relating to a digital ledger or database;
(B) By deploying computer code to a blockchain network that allows for the creation of digital tokens or other units; or
(C) Using any combination of the methods specified in subparagraphs (A) and (B) of this paragraph.
(ii) Recorded in a digital ledger or database which is chronological, consensus-based, decentralized and mathematically verified in nature, especially relating to the supply of units and their distribution; and
(iii) Capable of being traded or transferred between persons without an intermediary or custodian of value.
