| 1 | 1 | | 1 of 1 |
|---|
| 2 | 2 | | HOUSE DOCKET, NO. 1773 FILED ON: 1/18/2023 |
|---|
| 3 | 3 | | HOUSE . . . . . . . . . . . . . . . No. 3917 |
|---|
| 4 | 4 | | The Commonwealth of Massachusetts |
|---|
| 5 | 5 | | _________________ |
|---|
| 6 | 6 | | PRESENTED BY: |
|---|
| 7 | 7 | | Josh S. Cutler |
|---|
| 8 | 8 | | _________________ |
|---|
| 9 | 9 | | To the Honorable Senate and House of Representatives of the Commonwealth of Massachusetts in General |
|---|
| 10 | 10 | | Court assembled: |
|---|
| 11 | 11 | | The undersigned legislators and/or citizens respectfully petition for the adoption of the accompanying bill: |
|---|
| 12 | 12 | | An Act relative to establishing a BBLLC. |
|---|
| 13 | 13 | | _______________ |
|---|
| 14 | 14 | | PETITION OF: |
|---|
| 15 | 15 | | NAME:DISTRICT/ADDRESS :DATE ADDED:Josh S. Cutler6th Plymouth1/18/2023Vanna Howard17th Middlesex2/27/2023 1 of 2 |
|---|
| 16 | 16 | | HOUSE DOCKET, NO. 1773 FILED ON: 1/18/2023 |
|---|
| 17 | 17 | | HOUSE . . . . . . . . . . . . . . . No. 3917 |
|---|
| 18 | 18 | | By Representative Cutler of Pembroke, a petition (accompanied by bill, House, No. 3917) of |
|---|
| 19 | 19 | | Josh S. Cutler and Vanna Howard for legislation to establish a blockchain-based limited liability |
|---|
| 20 | 20 | | company. Economic Development and Emerging Technologies. |
|---|
| 21 | 21 | | The Commonwealth of Massachusetts |
|---|
| 22 | 22 | | _______________ |
|---|
| 23 | 23 | | In the One Hundred and Ninety-Third General Court |
|---|
| 24 | 24 | | (2023-2024) |
|---|
| 25 | 25 | | _______________ |
|---|
| 26 | 26 | | An Act relative to establishing a BBLLC. |
|---|
| 27 | 27 | | Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority |
|---|
| 28 | 28 | | of the same, as follows: |
|---|
| 29 | 29 | | 1 Chapter 156C of the General Laws is hereby amended by adding the following section:- |
|---|
| 30 | 30 | | 2 Section 73. (a) As used in this section, the following terms shall, unless the context |
|---|
| 31 | 31 | | 3clearly requires otherwise, have the following meanings: |
|---|
| 32 | 32 | | 4 “BBLLC”, a blockchain-based limited liability company formed pursuant to this section. |
|---|
| 33 | 33 | | 5 “Blockchain”, a cryptographically-secured, chronological, decentralized consensus ledger |
|---|
| 34 | 34 | | 6or consensus database, maintained via Internet interaction, peer-to-peer network or other |
|---|
| 35 | 35 | | 7interaction. |
|---|
| 36 | 36 | | 8 “Participant”, each person that: (i) has a partial or complete copy of the decentralized |
|---|
| 37 | 37 | | 9consensus ledger or database utilized by the blockchain technology, or otherwise participates in |
|---|
| 38 | 38 | | 10the validation processes of that ledger or database; (ii) is in control of any digital asset native to |
|---|
| 39 | 39 | | 11the blockchain technology; and (iii) makes a material contribution to the protocols. 2 of 2 |
|---|
| 40 | 40 | | 12 (b) A limited liability company organized pursuant to this chapter that operates a business |
|---|
| 41 | 41 | | 13that utilizes blockchain technology for a material portion of its business activities may elect to |
|---|
| 42 | 42 | | 14become a BBLLC by amending its articles of organization and providing notice to the state |
|---|
| 43 | 43 | | 15secretary. |
|---|
| 44 | 44 | | 16 (c) A BBLLC shall have all of the powers, privileges, duties and obligations of a limited |
|---|
| 45 | 45 | | 17liability company organized pursuant to this chapter. A BBLLC shall be subject to the provisions |
|---|
| 46 | 46 | | 18of this chapter that do not conflict with this section. |
|---|
| 47 | 47 | | 19 (d) The operating agreement for a BBLLC shall include: |
|---|
| 48 | 48 | | 20 (1) a description of the mission or purpose of the BBLLC; |
|---|
| 49 | 49 | | 21 (2) whether the decentralized consensus ledger or database utilized or enabled by the |
|---|
| 50 | 50 | | 22BBLLC will be fully or partially decentralized, and whether the ledger or database will be fully |
|---|
| 51 | 51 | | 23or partially public or private, including the extent of participants’ access to information and read |
|---|
| 52 | 52 | | 24and write permissions with respect to protocols; |
|---|
| 53 | 53 | | 25 (3) voting procedures, which may include smart contracts carried out on the blockchain |
|---|
| 54 | 54 | | 26technology; |
|---|
| 55 | 55 | | 27 (4) protocols for responding to system security breaches or other unauthorized actions |
|---|
| 56 | 56 | | 28that affect the integrity of the blockchain technology utilized by the BBLLC; |
|---|
| 57 | 57 | | 29 (5) protocol for obtaining ownership or profit interest in the BBLLC; and |
|---|
| 58 | 58 | | 30 (6) the rights and obligations of each group of participants within the BBLLC, including |
|---|
| 59 | 59 | | 31information regarding which participants are entitled to the rights and obligations of members |
|---|
| 60 | 60 | | 32and managers. |
|---|