Revision: May 7, 2024, 3:39 p.m.
Commerce
May 7, 2024
2024-1817s
06/08
Amendment to HB 645-FN
Amend RSA 301-B:2 as inserted by section 1 of the bill by replacing it with the following:
301-B:2 Purpose of this Act. The general court finds that the state’s economy and its citizens will benefit from, and the development of business and investment in New Hampshire will be facilitated by, making available a unique legal entity form that can provide a framework that enhances the capacity of decentralized autonomous organizations to conduct commercial, social, educational, mutualistic, or social activities within both the digital and physical spheres. The general court finds that the statutory recognition of decentralized autonomous organizations in accordance with this act will introduce greater certainty for treatment of decentralized autonomous organizations under state law, particularly with respect to the rights and duties of their developers, participants, and administrators. It is the intent of the general court to give the constituent developers, participants, and administrators of decentralized autonomous organizations the widest discretion to establish mechanisms and structures that will support sound development and innovation for such entities consistent with the provisions of this chapter.
Amend RSA 301-B:5, XI as inserted by section 1 of the bill by replacing it with the following:
XI. “Developer” means a person involved in the development or maintenance of the DAO or the blockchain protocol, whether through the contribution of software code, design, business, legal, or ancillary support.
Amend RSA 301-B:5, XII as inserted by section 1 of the bill by replacing it with the following:
XII. “Digital asset” means any fungible or non-fungible digital representation of value, unit of value, voting, or usage right that can be exclusively possessed and transferred, person to person, without necessary reliance on an intermediary, and is recorded on a blockchain system.
Amend RSA 301-B:5, XVI as inserted by section 1 of the bill by replacing it with the following:
XVI. “GUI” means a graphical user interface, publicly accessible by all DAO participants, whether hosted centrally via location-based storage or via decentralized or distributed storage , through which users interact with computer software via visual indicator representations. This can include, but is not limited to, a web interface or standalone application.
Amend RSA 301-B:5, XXVII as inserted by section 1 of the bill by replacing it with the following:
XXVII. “On-chain contribution” refers to any token segregated and locked in one of the DAO’s smart contracts for the purpose of participant buy-in to the DAO and the provision of withdrawable capital.
Amend RSA 301-B:5, XXXVI - XLII as inserted by section 1 of the bill by replacing them with the following:
XXXVI. “Quality assurance testing” means that the software code of the DAO has undergone security review according to industry standards including standards that may be designed, developed, and tested by the registry administrator.
XXXVII. "Registry administrator” means the person, including the university of New Hampshire Interoperability Laboratory, or any other entity authorized by the secretary of state in accordance with this act to administer the New Hampshire DAO registry.
XXXVIII. “Registered Agent” means the person appointed by a New Hampshire DAO in accordance with RSA 301-B:9.
XXXIX. “Registered e-mail address” means with respect to any person a unique designation for an electronic mailbox that sends and receives electronic messages or e-mails.
XL. “Related digital asset” means a digital asset that is intrinsically linked to a blockchain system, including: (a) where the digital asset’s value is reasonably expected to be generated by the programmatic functioning of the blockchain system; (b) where the digital asset represents voting rights with respect to the blockchain system; or (c) where the digital asset is issued through the programmatic functioning of the blockchain system.
XLI. “Smart contract” is software code deployed in a blockchain system that consists of a set of predefined and deterministic instructions and conditions that may be executed in a decentralized manner by the participants in the underlying blockchain network. Execution of a smart contract shall produce a change in the blockchain state.
XLII. “Token” means a record on a permissionless blockchain, typically representing an asset, participation right, or other entitlement.
XLIII. “Transaction” means a new entry in a permissionless blockchain, often but not exclusively, recording a change in ownership of an asset or participation in a DAO.
Amend RSA 301-B:6, II as inserted by section 1 of the bill by replacing it with the following:
II. The liability of a participant as a participant and of an administrator as administrator for the debts, obligations, or other liabilities of a New Hampshire DAO.
Amend RSA 301-B:7, I as inserted by section 1 of the bill by replacing it with the following:
I. A New Hampshire DAO shall exist as a separate legal entity distinct from its developers, participants, administrators, and legal representatives and shall at no time be deemed a partnership under RSA 304-A:6.
Amend RSA 301-B:9, I(b)(3) as inserted by section 1 of the bill by replacing it with the following:
(3) A limited liability company formed or authorized under RSA 304-C, or a professional limited liability company formed or authorized under RSA 304-D whose business office is identical with the registered office; or
Amend RSA 301-B:9, V as inserted by section 1 of the bill by replacing it with the following:
V. If a registered agent changes its address to another place in this state, it may change the address of the registered office of any New Hampshire DAO for which it is a registered agent by filing a statement with the secretary of state as required by paragraph II, except that the statement need be signed only by the registered agent. The statement shall recite that a copy of it has been mailed to a New Hampshire DAO.
Amend RSA 301-B:10, III(c) as inserted by section 1 of the bill by replacing it with the following:
(c) In a proceeding by the attorney general under RSA 301-B:24 to deregister the New Hampshire DAO.
Amend RSA 301-B:11, IV as inserted by section 1 of the bill by replacing it with the following:
IV. Paragraph I shall not affect the personal liability of a participant, administrator, or legal representative in tort for their own wrongful act or omission, but such a person shall not be personally liable for the wrongful act or omission of any other participant, administrator, or legal representative of the New Hampshire DAO.
Amend RSA 301-B:24 as inserted by section 1 of the bill by replacing it with the following:
301-B:24 Judicial Deregistration Upon Application by Attorney General. The attorney general may apply to the superior court for a decree of deregistration of a New Hampshire DAO, and the superior court may issue such a decree, in any of the following circumstances:
I. The New Hampshire DAO has procured or maintained its registration through fraud.
II. The New Hampshire DAO has exceeded or abused its lawful authority under this act.
III. The New Hampshire DAO has carried on, conducted, or transacted its business in a persistently fraudulent manner or in a manner that violates clearly established laws.
IV. The New Hampshire DAO has abused its power contrary to the public policy of the state.
Amend RSA 301-B:27, I as inserted by section 1 of the bill by replacing it with the following:
I. Legal personality and limited liability shall be maintained to the extent necessary to protect New Hampshire DAO participants, administrators, and legal representatives from personal liability.
Amend RSA 301-B:31 as inserted by section 1 of the bill by replacing it with the following:
301-B:31 Secretary of State; Duties. The secretary of state shall issue a request for proposals for the development and administration of the New Hampshire DAO registry as described in RSA 301-B:14. The request for proposals shall have such terms as the secretary of state shall deem necessary and appropriate to carry out the provisions of RSA 301-B. The request for proposals should include a requirement that responses to the request should identify an appropriate registration and annual fee for registrants that would be sufficient over time to defray the costs of establishing and administering the registry. The secretary of state shall select one or more of the respondents to the proposal and shall negotiate a contract with such respondent or respondents that provides for establishment and administration of the registry; provisions for administering any deregistration processes including providing technical assistance to the attorney general in connection with a judicial deregistration under RSA 301-B:24; and such other items as the secretary of state shall deem necessary and appropriate. In accordance with the contracts entered into, the secretary of state is authorized to set registration and annual fees and pay registry establishment, maintenance, and administration costs. The secretary of state shall prepare reports of the progress under the process described in this section every 6 months following the effective date of this section, and submit the reports to the governor, the senate president, and the speaker of the house of representatives.
Amend the bill by replacing section 2 with the following:
I. RSA 301-B:31 as inserted by section 1 of this act of this act shall take effect upon its passage.
II. The remainder of this act shall take effect July 1, 2025.
2024-1817s
AMENDED ANALYSIS
The bill:
I. Establishes regulations and the legal framework and operational guidelines for decentralized autonomous organizations (DAOs) in the state.
II. Covers provisions on judicial deregistration, forks in blockchains, restructuring, failure events, and the application of general business organization law and other relevant laws.