HB 1796

Abstract

Corporations; decentralized autonomous organizations. Creates a regulatory framework for decentralized autonomous organizations, defined in the bill as a distinct legal entity that operates through blockchain-based governance frameworks, incorporating self-executing smart contracts and decentralized decision-making mechanisms. The bill provides that an entity seeking to become a decentralized autonomous organization must file its articles of organization with the State Corporation Commission in order to seek a certificate of organization and requires such articles of organization to designate an operator of record. The bill permits a limited liability company to elect to become a decentralized autonomous organization with management vested in its members or smart contracts and contains requirements for its articles of organization and operating agreements. The bill also contains provisions governing the relationships and rights of members of a decentralized autonomous organization and for the dissolution of a decentralized autonomous organization. The provisions of the bill do not become effective unless reenacted by the 2026 Session of the General Assembly.

An Act to amend the Code of Virginia by adding in Title 13.1 a chapter numbered 15, containing articles numbered 1 through 5, consisting of sections numbered 13.1-1300 through 13.1-1313, relating to corporations; decentralized autonomous organizations.