Florida Senate - 2024                                     SB 882
       
       
        
       By Senator Brodeur
       
       
       
       
       
       10-00598-24                                            2024882__
    1                        A bill to be entitled                      
    2         An act relating to decentralized autonomous
    3         organizations; creating part IV of ch. 607, F.S.,
    4         entitled “Decentralized Autonomous Organizations”;
    5         creating s. 607.71, F.S.; defining terms; creating s.
    6         607.72, F.S.; authorizing a decentralized autonomous
    7         organization (DAO) to incorporate as a corporation or
    8         organize as a limited liability company if certain
    9         conditions are met; providing for construction;
   10         creating s. 607.73, F.S.; providing that a DAO member,
   11         participant, smart contract, algorithm, or wallet is
   12         not liable for actions, decisions, or liabilities of
   13         the DAO; creating s. 607.74, F.S.; authorizing DAOs to
   14         raise unlimited amounts of capital, subject to certain
   15         limitations and requirements; creating s. 607.75,
   16         F.S.; providing for construction; providing an
   17         effective date.
   18          
   19  Be It Enacted by the Legislature of the State of Florida:
   20  
   21         Section 1. Part IV of chapter 607, Florida Statutes,
   22  consisting of ss. 607.71-607.75, Florida Statutes, is created
   23  and entitled “Decentralized Autonomous Organizations.”
   24         Section 2. Section 607.71, Florida Statutes, is created to
   25  read:
   26         607.71 Definitions.—As used in this part, the term:
   27         (1) “Automated transaction” means any transaction executed
   28  through computer code without the need for human intervention.
   29         (2) “Decentralized autonomous organization” or “DAO” means
   30  an organization composed of at least two or more persons,
   31  algorithms, or smart contracts responsible for executing
   32  automated transactions from a blockchain smart contract wallet.
   33         (3) “Person” means a natural person or legal entity.
   34         (4) “Smart contract” means self-executing computer code
   35  that automates the execution of predefined actions upon meeting
   36  specified conditions.
   37         Section 3. Section 607.72, Florida Statutes, is created to
   38  read:
   39         607.72 Legal recognition and registration.—
   40         (1) A DAO may incorporate as provided under part I of
   41  chapter 607 or organize as a limited liability company under
   42  chapter 605 if the articles of incorporation or articles of
   43  organization, as applicable, explicitly reference the smart
   44  contract that confers DAO participation and governance rights
   45  upon its members, participants, smart contracts, algorithms, or
   46  wallets.
   47         (2) A DAO’s incorporation or organization as a corporation
   48  or limited liability company, respectively, may not be construed
   49  to affect the application of s. 607.73.
   50         Section 4. Section 607.73, Florida Statutes, is created to
   51  read:
   52         607.73 Liability.—A DAO member, participant, smart
   53  contract, algorithm, or wallet is not liable to any other DAO
   54  member, participant, smart contract, algorithm, or wallet for
   55  the actions, decisions, or liabilities of the DAO.
   56         Section 5. Section 607.74, Florida Statutes, is created to
   57  read:
   58         607.74 Raising of capital; reporting requirements.—A DAO
   59  may raise unlimited amounts of capital, subject to the following
   60  conditions:
   61         (1) The DAO must have a governance structure and use
   62  decisionmaking processes that are publicly identifiable and
   63  transparent.
   64         (2) The DAO’s activities must primarily relate to the
   65  development, maintenance, or support of open-source software.
   66         (3) If the DAO facilitates any financial transactions
   67  through traditional financial institutions not using blockchain
   68  technology, the DAO must register with the Department of State
   69  and file annual financial statements with the department in the
   70  same manner as provided in s. 607.1601. Any such financial
   71  statements must be made available by the Secretary of State for
   72  inspection and copying upon request.
   73         Section 6. Section 607.75, Florida Statutes, is created to
   74  read:
   75         607.75 Construction.—In the event of a conflict between
   76  state law and the governance procedures of a DAO doing business
   77  in this state, the governance procedures of the DAO shall
   78  prevail and supersede conflicting laws to the extent of the
   79  conflict.
   80         Section 7. This act shall take effect July 1, 2024.