relating to the formation of decentralized unincorporated
associations and the use of distributed ledger or blockchain
technology for certain business purposes; authorizing a fee.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
SECTION 1. Section 1.002, Business Organizations Code, is
amended by adding Subdivisions (15-a), (16-a), (78-b), and (82-b)
and amending Subdivisions (78-a), (82-a), and (89) to read as
follows:
(15-a)"Digital asset" means an electronic record in
which a person has a right or interest. The term does not include an
underlying asset, unless the asset is itself an electronic record.
(16-a)"Distributed ledger technology" means a
distributed ledger protocol that:
(A)is a designated regulatory model of software
that governs the rules, operations, and communication between
intersection and connection points in a telecommunications network
and supporting infrastructure;
(B)includes the computer software or hardware,
or collections of computer software or hardware, that use or enable
a distributed ledger, including blockchain; and
(C)uses a distributed, shared, and replicated
ledger, which may:
(i) be public or private;
(ii) be permissioned or permissionless; and
(iii)include the use of a digital asset as
a medium of electronic exchange.
(78-a) "Record" means information that is inscribed on
a tangible medium or that is stored in an electronic or other medium
and is retrievable in a perceivable form, including information
inscribed on blockchain or distributed ledger technology.
(78-b) "Registered series" means a series of a
domestic limited liability company that is formed as a registered
series in accordance with Section 101.602.
(82-a) "Smart contract" means an event-driven
computer program that executes on distributed ledger technology
used to automate a transaction, including a transaction that:
(A)takes custody over and instructs transfer of
assets on that ledger;
(B) creates and transmits digital assets;
(C) synchronizes information; or
(D)authenticates user rights and conveys access
to software applications.
(82-b) "Social purposes" means one or more purposes of
a for-profit corporation that are specified in the corporation's
certificate of formation and consist of promoting one or more
positive impacts on society or the environment or of minimizing one
or more adverse impacts of the corporation's activities on society
or the environment. Those impacts may include:
(A) providing low-income or underserved
individuals or communities with beneficial products or services;
(B) promoting economic opportunity for
individuals or communities beyond the creation of jobs in the
normal course of business;
(C) preserving the environment;
(D) improving human health;
(E) promoting the arts, sciences, or advancement
of knowledge;
(F) increasing the flow of capital to entities
with a social purpose; and
(G) conferring any particular benefit on society
or the environment.
(89) "Writing" or "written" means an expression of
words, letters, characters, numbers, symbols, figures, or other
textual information that is inscribed on a tangible medium or that
is stored in an electronic or other medium that is retrievable in a
perceivable form. Unless the context requires otherwise, the term:
Statutes affected: Introduced: Business Organizations Code 1.002, Business Organizations Code 6.002, Business Organizations Code 101.052, Business Organizations Code 101.501 (Business Organizations Code 101, Business Organizations Code 1, Business Organizations Code 6) House Committee Report: Business Organizations Code 1.002, Business Organizations Code 6.002, Business Organizations Code 101.052, Business Organizations Code 101.501 (Business Organizations Code 101, Business Organizations Code 1, Business Organizations Code 6) Engrossed: Business Organizations Code 1.002, Business Organizations Code 6.002, Business Organizations Code 101.052, Business Organizations Code 101.501 (Business Organizations Code 101, Business Organizations Code 1, Business Organizations Code 6)