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