Sec. 101. Definitions under the Securities Act of 1933

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Section 2(a) of the Securities Act of 1933 ( 15 U.S.C. 77b(a) ) is amended by adding at the end the following: The term blockchain means— any technology— where data is— shared across a network to create a distributed ledger of independently verifiable transactions or information among network participants; linked using cryptography to maintain the integrity of the distributed ledger and to execute other functions; and propagated among network participants to reach consensus on the state of the distributed ledger and any other functions; and composed of source code that is publicly available; and any similar technology to the technology described in subparagraph (A).

The term blockchain application means any executable software deployed to a blockchain composed of source code that is publicly available, including a smart contract or any network of smart contracts, or other similar technology. The term ‘blockchain protocol’ means the freely and publicly available source code of a blockchain that is executed by the network participants of a blockchain to facilitate its functioning, or other similar technology. The term blockchain system means any blockchain, together with its blockchain protocol or any blockchain application or network of blockchain applications.

The term decentralized governance system means, with respect to a blockchain system, any transparent, rules-based system permitting persons to form consensus or reach agreement in the development, provision, publication, management, or administration of such blockchain system, where participation is not limited to, or under the effective control of, any person or group of persons under common control. With respect to a decentralized governance system, the decentralized governance system and any persons participating in the decentralized governance system shall be treated as separate persons unless such persons are under common control.

The term decentralized governance system shall include a legal entity used to implement the rules-based system described in subparagraph (A), provided that the organizing and governing laws of such legal entity do not create or require centralized and hierarchical management of such legal entity. For the purposes of this subparagraph, the delegation of ministerial or administrative authority at the direction of the participants in a decentralized governance system shall not be construed to be centralized and hierarchical management.

The term digital asset means any digital representation of value which is recorded on a cryptographically-secured distributed ledger or other similar technology. The term digital commodity has the meaning given that term under section 1a of the Commodity Exchange Act ( 7 U.S.C. 1a ). The term digital commodity affiliated person means a person (including a digital commodity related person) that, with respect to any digital commodity— acquires 5 percent or more of the total outstanding units of such digital commodity from a digital commodity issuer; is a founder of the digital commodity issuer; or is an executive director, director, trustee, or general partner of the digital commodity issuer or held such role at any point in the previous 12-month period.

With respect to a digital commodity, the term digital commodity issuer means any person that— proposes, issues, or causes to be issued a unit of such digital commodity to a person; or offers or sells a right to a future issuance of a unit of such digital commodity to a person. With respect to a digital commodity issuer, the term digital commodity related person means— a person that is or was in the previous 6-month period a promoter, senior employee, advisory board member, consultant, advisor, or person serving in a similar capacity; and a person that acquires 1 percent or more of the total outstanding units of such digital commodity from a digital commodity issuer.

In this paragraph and with respect to a digital commodity issuer, the term senior employee means any employee materially involved in the management or planning of the digital commodity issuer or the development of the blockchain system to which the digital commodity relates. The term end user distribution means a distribution of a unit of a digital commodity that— does not involve an exchange of more than a nominal value of cash, property, or other assets; and is distributed in a broad and equitable manner based on conditions capable of being satisfied by any participant in the blockchain system, including, as incentive-based rewards— to users of the digital commodity or any blockchain system to which the digital commodity relates; for activities directly related to the operation of the blockchain system, such as mining, validating, staking, or other activity directly tied to the operation of the blockchain system; or to the existing holders of another digital commodity, in proportion to the total units of such other digital commodity as are held by each person.

The term ‘mature blockchain system’ means a blockchain system, together with its related digital commodity, that is not controlled by any person or group of persons under common control. The term permitted payment stablecoin means a digital asset— that is or is designed to be used as a means of payment or settlement; that is denominated in a national currency; the issuer of which is subject to the regulatory and supervisory authority of a State or Federal agency; the issuer of which— is obligated to convert, redeem, or repurchase for a fixed amount of monetary value; or represents that the digital asset will maintain or creates the reasonable expectation that the digital asset will maintain a stable value relative to the value of a fixed amount of monetary value; and that is not— a national currency; a security issued by— an investment company registered under section 8(a) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–8(a) ); or a person that would be an investment company under the Investment Company Act of 1940 but for paragraphs

(1)and

(7)of section 3(c) of that Act ( 15 U.S.C. 80a–3(c) ); a deposit (as defined under section 3 of the Federal Deposit Insurance Act ( 12 U.S.C. 1813 )), regardless of the technology used to record such deposit; or an account (as defined in section 101 of the Federal Credit Union Act ( 12 U.S.C. 1752 )), regardless of the technology used to record such account. The term monetary value — means— a national currency; a deposit (as defined in section 3 of the Federal Deposit Insurance Act ( 12 U.S.C. 1813 )) that is denominated in a national currency; or an account (as defined in section 101 of the Federal Credit Union Act ( 12 U.S.C. 1752 )); and does not include any agricultural or other physical commodity (as defined in section 1a of the Commodity Exchange Act ( 7 U.S.C. 1a )). The term securities laws has the meaning given that term under section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ). .

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