Wyoming Statute § 34-28-101 defines a “digital asset” broadly, encompassing any representation of value that is recorded on a distributed ledger or similar technology. This includes, but is not limited to, virtual currencies, tokens, and other digital representations of rights or assets. The Wyoming Decentralized Autonomous Organization (DAO) Law, enacted through amendments to the Wyoming Limited Liability Company Act, specifically addresses DAOs and their management of digital assets. A DAO, as defined in Wyoming law, is a limited liability company whose articles of organization specify that it is a DAO. These entities can operate and manage digital assets in a manner consistent with their governing documents, provided such operations comply with all other applicable state and federal laws. The critical aspect is that the DAO’s structure and operations, including its handling of digital assets, must align with the principles of decentralization and the specific provisions of Wyoming’s DAO legislation, which grants flexibility in governance while maintaining a legal framework. The concept of a DAO managing digital assets is intrinsically linked to its legal formation as a Wyoming LLC and its adherence to the DAO provisions within that framework, ensuring legal recognition and operational clarity for its digital asset activities.

Wyoming’s Digital Asset Law, particularly the Wyoming Digital Asset Act (Wyo. Stat. Ann. §§ 34-26-101 et seq.), defines and regulates digital assets. A key aspect of this legislation is its classification of digital assets and the corresponding regulatory frameworks. Under this act, a digital asset is broadly defined to encompass various forms of digital representations of value, including digital securities, digital consumer assets, and virtual currencies. The Act distinguishes between these categories based on their underlying characteristics and intended use. For instance, digital securities are often tied to traditional securities concepts, requiring compliance with securities laws, while digital consumer assets are typically intended for personal use or consumption. Virtual currencies, on the other hand, are primarily digital representations of value used as a medium of exchange, unit of account, or store of value. The regulatory oversight for each category can differ significantly. For example, entities that custody or deal with digital securities may be subject to licensing requirements similar to those for traditional financial institutions, as outlined in provisions concerning the definition and regulation of digital asset businesses. The Act’s intent is to foster innovation while providing a clear and predictable legal environment. This includes establishing a framework for the custody, transfer, and management of digital assets, ensuring consumer protection and market integrity within Wyoming. The classification of a digital asset as either a digital security or a digital consumer asset is crucial for determining the applicable regulatory regime, including registration, disclosure, and anti-fraud provisions, aligning with both state and federal securities laws where applicable.

Wyoming Statute § 34-28-101 defines a digital asset as a digital representation of value that is used as a medium of exchange, a unit of account, or a store of value and is not legal tender, whether or not it is issued by a private person or created through the mining of a cryptographic system. It further clarifies that a digital asset is not a security, investment contract, or commodity unless it is otherwise defined by law. The Wyoming Digital Asset Act, enacted in 2018 and subsequently amended, aims to provide a clear legal framework for digital assets, distinguishing them from traditional securities and commodities. Specifically, the Act allows for the formation of “digital asset companies” that can hold, manage, and custody digital assets. A key aspect of Wyoming’s approach is its recognition of blockchain technology and its potential. The definition is broad enough to encompass various forms of digital value. The exclusion of legal tender is crucial, as is the explicit non-classification as a security or commodity unless otherwise specified by other applicable laws. This foundational definition underpins the regulatory structure for digital asset businesses operating within the state, such as custodians and exchanges. The intent is to foster innovation while providing consumer protection and legal certainty. The statute differentiates between digital assets and other forms of property, particularly in the context of financial regulation.

Wyoming’s Digital Asset Laws, particularly the Wyoming Digital Asset Law (Wyo. Stat. Ann. § 34-26-101 et seq.), aim to provide a clear legal framework for digital assets. A key aspect is the classification of digital assets. Under Wyoming law, a digital asset is defined as a digital representation of value that is used with the intent to exchange for goods or services, is recorded on a cryptographically secured distributed ledger, or is otherwise secured using cryptography. This definition is broad and encompasses various forms of digital value. When considering a digital asset that functions as a unit of account, a store of value, and a medium of exchange, and is also secured by cryptography and recorded on a distributed ledger, it clearly falls within the statutory definition of a digital asset. Furthermore, Wyoming law differentiates between consumer digital assets and control-segment digital assets. Control-segment digital assets are those that a consumer may use to access or use goods or services, or that represent a right to a good or service, but do not represent a debt or equity interest. A digital token that grants access to a platform’s premium features or a specific service, without representing ownership or a debt, would be classified as a control-segment digital asset. The Wyoming Legislature has been proactive in establishing a regulatory environment that recognizes the unique nature of digital assets. The intent behind these laws is to foster innovation while providing consumer protection and legal certainty. The distinction between different types of digital assets is crucial for determining the applicable regulatory regime and the legal rights and obligations of parties involved. The definition of a “digital asset” is paramount, and its broad scope is designed to capture the evolving landscape of digital value. The classification of a specific token as a control-segment digital asset hinges on its utility and the rights it confers, specifically whether it grants access to goods or services rather than representing a financial stake in an entity.

Wyoming Statute §34-28-101 defines a “digital asset” broadly to include any representation of value that is recorded on a distributed ledger or similar technology. This definition is crucial for understanding how traditional legal concepts apply to novel digital assets. The Wyoming Digital Assets Law, particularly the provisions related to custody and transfer, aims to provide a clear framework for these assets. When considering a digital asset that is not a virtual currency or a digital security, its classification under Wyoming law hinges on whether it meets the statutory definition of a digital asset. A digital asset is defined as a virtual currency, a digital security, or any other digital representation of value that is used as a medium of exchange, a store of value, a unit of account, or any other thing of value that is recorded on a distributed ledger or similar technology. Therefore, a digital representation of a tangible asset, such as a deed to real property recorded on a blockchain, would likely fall under the broad definition of a digital asset if it is intended to represent ownership or rights to that tangible asset and is recorded on a distributed ledger. This broad interpretation ensures that the law can adapt to various forms of digital representation of value.

The Wyoming Digital Asset Act, specifically Wyo. Stat. § 34-26-101 et seq., defines a digital asset broadly to include a virtual currency, a convertible virtual currency, or any other digital representation of value that is used as a medium of exchange, unit of account, or store of value, and that is not legal tender, regardless of whether it is issued by a private person or government, and includes digital assets that are secured by cryptographic means. This definition is crucial for determining regulatory oversight. When a company like “Aetherium Innovations” in Wyoming issues a token that is primarily intended to provide holders with a right to receive a share of future profits or revenue generated by the company’s operations, this token exhibits characteristics that align with the definition of a security under federal law, particularly the Howey test. The Howey test, established by the U.S. Supreme Court, defines an investment contract as a transaction or scheme whereby a person invests money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party. A token that grants a right to future profits clearly implicates this test. Wyoming’s regulatory framework, while innovative in its approach to digital assets, does not override federal securities laws. Therefore, if such a token is offered or sold, it would likely be considered a security and subject to registration requirements with the U.S. Securities and Exchange Commission (SEC) unless an exemption applies. Wyoming law, in its definition of digital assets, aims to provide clarity for the blockchain industry within the state, but it does not exempt digital assets that function as securities from federal oversight. The Wyoming Division of Banking oversees certain digital asset activities, but the classification of an asset as a security triggers SEC jurisdiction. The key distinction here is the token’s utility versus its investment-like characteristics. A token that solely offers access to a platform or service is generally treated differently than one that promises a share of profits.

Wyoming’s Digital Asset Law, particularly the Wyoming Digital Asset Act, defines and categorizes digital assets. Under this act, a digital asset is broadly defined to include a digital representation of value that is used to purchase, provide, or exchange for goods or services, or any other thing of value, or that is used as legal tender. This definition is crucial for determining regulatory oversight and legal treatment. When considering a digital representation of value that is intended to be used solely as a medium of exchange for goods and services, and is not convertible to fiat currency or other digital assets, it aligns with the functional definition of a digital asset under Wyoming law, specifically fitting within the category of a digital commodity or potentially a digital utility token depending on its precise use case and convertibility. The key is its intended use as a medium of exchange, which is a core characteristic of many digital assets regulated in Wyoming. Therefore, such an asset would fall under the purview of Wyoming’s digital asset framework, necessitating compliance with relevant statutes concerning issuers, custodians, and exchanges operating within the state. The lack of convertibility to fiat or other digital assets does not remove it from the definition if its primary purpose is to facilitate transactions for goods or services.

Wyoming’s Digital Asset Act, enacted in 2018 and subsequently amended, provides a comprehensive framework for the regulation of digital assets, including their creation, custody, and transfer. A key aspect of this legislation is the classification of digital assets. The Act defines a “digital asset” broadly to include a digital representation of value that is used as a medium of exchange, a store of value, or a unit of account, and is not legal tender or a security. This definition is crucial for determining which regulatory regime applies. For instance, if a digital asset is determined to be a security under federal or state securities laws, it would be subject to those regulations in addition to, or instead of, the Wyoming Digital Asset Act’s provisions concerning digital assets. The Wyoming statute differentiates between types of digital assets, such as consumer digital assets, utility digital assets, and asset-backed digital assets, each with potentially different regulatory implications. However, the core principle remains that an asset is generally considered a “digital asset” under the Act if it functions primarily as a digital representation of value and is not a security. The question hinges on identifying an asset that, by its nature and function, falls outside this primary definition and would thus be regulated differently, specifically under securities laws. Therefore, an asset that represents ownership in a company or a right to future profits, which are hallmarks of a security, would not be classified as a digital asset under the Wyoming Digital Asset Act for the purposes of its specific digital asset regulations, but rather as a security.

Wyoming’s digital asset legislation, particularly the Wyoming Digital Asset Act (Wyo. Stat. § 34-27-101 et seq.), categorizes digital assets into three primary types: consumer, control, and investment assets. This classification is crucial for determining the regulatory framework applicable to their custody, transfer, and management. A digital asset is defined as a representation of value that is recorded, stored, or executed on a distributed ledger technology, blockchain, or similar technology. The Act distinguishes between these types based on their intended use and the rights they confer upon the holder. Consumer assets are generally those intended for personal use or consumption. Control assets are those that grant the holder the right to manage, control, or direct the operation of a digital asset network or system. Investment assets are digital assets that are held or offered for investment purposes, often implying a expectation of profit derived from the efforts of others, which can trigger securities regulations. The classification of a digital asset significantly impacts how entities that custody or manage these assets are regulated in Wyoming. For instance, entities holding control assets might be subject to different licensing or operational requirements than those holding consumer assets. The Wyoming Division of Banking is responsible for overseeing entities engaged in the business of digital asset custody, ensuring compliance with the state’s robust regulatory framework designed to foster innovation while protecting consumers and investors. The Act aims to provide clarity and legal certainty for businesses operating in the digital asset space within Wyoming.

Wyoming Statute §34-29-101 defines a digital asset as a digital representation of value that is used as a medium of exchange, a unit of account, or a store of value, and that is not legal tender, regardless of whether it is—(i) in a digital or physical form; or (ii) secured by cryptography. This definition is broad and encompasses various forms of digital assets. The Wyoming Uniform Commercial Code (UCC) Article 12, specifically §34-21-1202, addresses control over controllable electronic records, which is a crucial element for establishing security interests in digital assets. A secured party gains control over a controllable electronic record if the secured party is the “registered owner” in relation to a virtual asset issuer, or if the secured party has the ability to exercise exclusive control over the electronic record and the record is subject to the control of only one person at a time. The concept of “control” is paramount for perfection of a security interest in digital assets under Wyoming law, analogous to possession of tangible collateral. When a digital asset is held through a qualified custodian, the custodian’s ability to provide the secured party with the ability to exercise exclusive control, as defined by the UCC, is key. The question focuses on the specific legal framework in Wyoming for securing a digital asset, emphasizing the UCC’s approach to control over digital assets. Therefore, establishing control through a custodian requires the custodian to be able to provide the secured party with the ability to exercise exclusive control over the digital asset.

Wyoming Statute §34-29-101(a)(xiv) defines a digital asset broadly to include any representation of value that is recorded on a distributed ledger or similar technology. This definition encompasses a wide array of digital items, including cryptocurrencies, digital tokens, and other forms of digital property. The statute’s intent is to provide a clear and comprehensive framework for digital assets within the state, ensuring legal clarity and fostering innovation. When considering whether a specific digital item falls under this definition, the key is its nature as a representation of value and its recording on a distributed ledger or analogous system. Wyoming’s approach is designed to be inclusive, recognizing the evolving landscape of digital property and aiming to provide a regulatory environment that supports its growth and legitimate use. The specific classification of an asset as a digital asset under Wyoming law hinges on these definitional elements, rather than its underlying technological implementation alone, although the technology is a critical component of its recording. Therefore, an asset that is merely a digital representation of a physical good without being recorded on a distributed ledger would not meet the statutory definition.

Wyoming Statute §34-28-101 defines a “digital asset” broadly to include a virtual currency, a digital representation of value that is used as a medium of exchange, unit of account, or store of value, and that is not legal tender, regardless of whether it is: (i) capable of being converted into fiat currency; or (ii) an electronic record. This definition encompasses a wide range of digital representations of value. Wyoming Statute §34-28-102 further clarifies that a person is a “virtual currency business” if the person is engaged in the business of exchanging, or facilitating the exchange of, virtual currency for legal tender, or for another virtual currency, or for any other type of coin or currency, or digital representation of value. It also includes businesses that provide virtual currency custody services. The Wyoming Digital Assets Law, enacted through House Bill 70, aims to provide a clear legal framework for digital assets and businesses operating within this space in Wyoming. A key aspect of this law is its recognition and regulation of entities that handle digital assets, particularly those involved in exchange or custody. The law’s intent is to foster innovation while ensuring consumer protection and market integrity. Therefore, an entity that exclusively facilitates the transfer of digital assets between parties without taking custody or engaging in exchange for fiat currency or other digital assets would not fall under the definition of a virtual currency business as per Wyoming Statute §34-28-102. The focus is on the specific activities undertaken by the entity.

Wyoming’s Digital Asset Act, specifically W.S. § 34-27-101 et seq., provides a framework for the regulation of digital assets, including classifying them and establishing requirements for entities that deal with them. A key aspect is the definition of a “digital asset” and the licensing requirements for “digital asset intermediaries.” When a company operates solely as a custodian for digital assets that are classified as securities under federal law, and these digital assets are not offered or intended to be offered to the public in Wyoming, the company might be exempt from certain state-specific licensing requirements under the Act. Specifically, the Act allows for exemptions if the digital assets are deemed securities under federal law and the entity’s activities are primarily regulated by federal securities authorities, and if the digital assets are not marketed or distributed within Wyoming. This avoids duplicative state-level regulation for activities already subject to robust federal oversight. The scenario presented focuses on a custodial role for assets that are securities and are not being offered to Wyoming residents, placing it outside the scope of direct Wyoming Digital Asset Act licensing for intermediaries, provided no other activities trigger such requirements.

Wyoming Statute § 34-28-101 defines a digital asset as a digital representation of value that is used as a medium of exchange, a unit of account, or a store of value, and is not legal tender, whether or not it is recorded on a blockchain. This definition is broad and encompasses various forms of digital property. Wyoming’s approach, particularly through the Wyoming Digital Asset Law, aims to provide a clear legal framework for digital assets, distinguishing them from traditional securities and commodities where appropriate, while also recognizing their potential utility and value. The law’s intent is to foster innovation and provide legal certainty for businesses and individuals operating within the digital asset space. Understanding the scope of this definition is crucial for determining which assets fall under Wyoming’s regulatory purview, influencing how they are treated for purposes of custody, transfer, and enforcement of rights. The statute does not require an asset to be recorded on a blockchain to be considered a digital asset, which is a key differentiator from some other jurisdictions or interpretations. The emphasis is on the representation of value and its function, rather than the underlying technology alone.

Wyoming Statute § 34-29-101(a)(x) defines a digital asset as a digital representation of value that is used with the intent to provide a medium of exchange, unit of account, or store of value, and that is not legal tender, regardless of whether the digital asset is secured, collateralized, or has an obligor. This definition is broad and encompasses various forms of digital representations of value. The Wyoming Uniform Commercial Code (UCC) provisions, particularly those relating to secured transactions and electronic records, are critical in determining how these assets are treated under commercial law. When a digital asset is used as collateral for a loan, the perfection of a security interest generally follows the rules for intangible personal property or, if a specific framework exists, the framework provided by Wyoming’s digital asset laws. Wyoming’s approach, as seen in its pioneering digital asset legislation, aims to provide legal clarity for these novel forms of property. The question hinges on understanding the scope of Wyoming’s definition of a digital asset and how it interacts with established commercial law principles for securing financial obligations. The key is to identify which of the provided options falls squarely within the statutory definition of a digital asset as a digital representation of value used as a medium of exchange, unit of account, or store of value, and is not legal tender. A token that solely represents ownership in a physical asset without functioning as a medium of exchange or store of value, and which is not a digital representation of value in itself but rather a certificate of ownership for a tangible item, would not meet the criteria. Similarly, a proprietary software license, while digital, is not typically considered a representation of value in the sense of a medium of exchange or store of value under this definition. A digital certificate of deposit issued by a traditional financial institution, while digital, is still fundamentally a representation of a fiat currency deposit and not a distinct digital asset in the context of Wyoming’s specific digital asset law, which focuses on assets operating outside traditional financial systems as a medium of exchange or store of value. Therefore, a digital token designed to function as a unit of account for tracking contributions within a decentralized autonomous organization, where such contributions are understood as a form of value exchange within that ecosystem, aligns with the statutory definition.

Wyoming Statute § 34-28-101 defines a “digital asset” broadly to include any right to a digital representation of value that is recorded on a distributed ledger. This encompasses cryptocurrencies, digital tokens, and other digital representations of value. Wyoming Statute § 34-28-102 outlines the requirements for a digital asset to be considered a “consumer digital asset,” which is subject to specific consumer protection provisions. A key distinction is whether the digital asset is held by a consumer for personal, family, or household purposes. In this scenario, the digital asset is being used by the company for its business operations, specifically for facilitating transactions within its proprietary platform. This use case does not align with the definition of a “consumer digital asset” as it is not held for personal, family, or household purposes by a consumer. Therefore, the provisions specific to consumer digital assets, such as those found in Chapter 28 of Title 34 of the Wyoming Statutes, would not apply to this particular digital asset in this context. The focus shifts to the general provisions governing digital assets and the specific contractual or regulatory frameworks governing the company’s operations.

The Wyoming Digital Asset Act, specifically W.S. § 34-27-101 et seq., defines a digital asset broadly to include virtual currency and a digital representation of value that is used as a medium of exchange, unit of account, or store of value, and that is not legal tender, regardless of whether it is: (a) issued by a private person or created or issued by a public or governmental entity; (b) convertible into or exchangeable for currency or another digital asset; or (c) redeemable for property or a service. Crucially, the Act excludes certain items from its definition, such as a digital representation of assets or rights that are recorded on a blockchain or other distributed ledger technology but are not themselves “digital assets” as defined. This exclusion is important for understanding the scope of regulation. The Act also specifies that a person who holds a digital asset in a fiduciary capacity or who provides custody services for digital assets must comply with specific regulatory requirements, including licensing or registration, depending on the nature of the services. The Act’s intent is to provide a clear legal framework for digital assets within Wyoming, distinguishing them from traditional securities or commodities where applicable, and to foster innovation while ensuring consumer protection. When considering whether a particular digital representation falls under the Act, the primary test is its function as a medium of exchange, unit of account, or store of value, and whether it is not legal tender. The presence of a blockchain or distributed ledger is a technological characteristic, not the defining feature for classification under the Act, though it is often the underlying technology for digital assets. Therefore, a digital representation of value that serves these economic functions and is not legal tender, even if it is recorded on a blockchain, is generally considered a digital asset under Wyoming law.

Wyoming Statute §34-29-101 defines a digital asset broadly, encompassing “a digital representation of value that is used as a medium of exchange, unit of account, or store of value and is not legal tender, whether or not it is issued by a private person.” This definition is critical in determining the scope of Wyoming’s digital asset laws. The Wyoming Digital Asset Act, found in Title 34, Chapter 29 of the Wyoming Statutes, provides a regulatory framework for digital assets. Specifically, §34-29-102 outlines the exemptions from certain provisions of the act. A key aspect of these exemptions relates to the nature of the digital asset and its intended use. For an asset to be considered a “digital security” under the Securities Act of Wyoming, it must meet the definition of a security as provided by federal and state securities laws, typically involving an investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others (the Howey Test). Wyoming’s approach, as seen in its digital asset legislation, often aims to distinguish between utility tokens, security tokens, and other forms of digital assets. A digital asset that functions solely as a means to access a product or service, without any expectation of profit derived from the managerial efforts of others, would generally not be classified as a security. Therefore, a digital asset whose primary purpose is to grant access to a decentralized cloud storage network, with no explicit or implicit promise of profit sharing or governance rights tied to the network’s success, would likely fall outside the definition of a security and potentially benefit from exemptions or be regulated under a different framework within Wyoming’s digital asset statutes, provided it doesn’t meet other criteria for being a security.

Wyoming Statute § 34-28-101 defines a digital asset broadly, encompassing “a digital representation of value that is used with the intent to exchange for goods or services, is recorded on a distributed ledger technology, or is otherwise secured by cryptography.” This definition is crucial for understanding the scope of Wyoming’s digital asset laws. The Wyoming Decentralized Autonomous Organization (DAO) Law, codified in Wyoming Statute § 17-30-101 et seq., specifically addresses DAOs. A DAO formed in Wyoming, under this law, is treated as a limited liability company (LLC). This means that the members of a Wyoming DAO generally benefit from limited liability, similar to members of a traditional LLC. This protection shields their personal assets from the debts and liabilities of the DAO. Therefore, if a DAO is properly formed and operated in Wyoming, its members are not personally liable for the DAO’s obligations, provided the DAO itself is treated as a legal entity. The question hinges on the legal classification of a DAO formed under Wyoming law and the resulting liability shield for its participants, directly referencing the foundational statutes governing digital assets and specific organizational structures in the state.

Wyoming’s Digital Asset Law, specifically the Wyoming Digital Asset Act (Wyo. Stat. Ann. § 34-27-101 et seq.), categorizes digital assets into three primary types: consumer, control, and utility tokens. This classification is crucial for determining the regulatory framework applicable to their issuance, custody, and transfer. A digital asset is defined as a digital representation of value that is used as a medium of exchange, a unit of account, or a store of value, and does not include a legal representation of assets or rights that is recorded on a blockchain or other distributed ledger technology. The Act differentiates between a digital asset custodian, which is an entity that holds a digital asset for the benefit of another, and a digital asset exchange, which is a person or entity that operates a platform for the trading of digital assets. When a Wyoming-chartered trust company is involved in holding digital assets, it must adhere to specific provisions concerning segregation, safekeeping, and the prevention of commingling with its own assets, as outlined in the statutes. The law aims to provide a clear regulatory environment for businesses operating with digital assets within the state, encouraging innovation while ensuring consumer protection. The distinction between a consumer token, often associated with investment contracts, and a utility token, which grants access to a product or service, dictates different disclosure and registration requirements. Control tokens, while less commonly defined in broad terms, generally refer to digital assets that confer governance rights or control over a decentralized network or protocol. The Wyoming Division of Banking oversees the licensing and supervision of entities engaged in digital asset activities.

Wyoming Statute § 34-28-101 defines a digital asset as a digital representation of value that is used with the intent to function as a medium of exchange, unit of account, or store of value, and that is not legal tender, whether or not denominated in fiat currency. This definition is broad and encompasses various forms of digital representations. Wyoming’s pioneering legislation, particularly the Wyoming Digital Assets Law, aims to provide a clear legal framework for digital assets, distinguishing them from traditional securities or commodities where applicable, and establishing specific rules for their custody, transfer, and regulation. The law’s intent is to foster innovation while providing consumer protection and regulatory clarity. When considering an asset’s classification under Wyoming law, the key is its functional use and representation of value, not solely its underlying technology or the absence of traditional indicia of ownership. The statute’s emphasis on “digital representation of value” and its intended functions are paramount in determining its status, irrespective of whether it is traded on a decentralized exchange or held by a qualified custodian.

Wyoming Statute §34-28-101 defines a digital asset as a digital representation of value that is used with the intent to exchange for a product or service, is recorded on a cryptographically secured distributed ledger, or is otherwise recorded on a cryptographically secured system. This definition is broad and encompasses various forms of digital value. Wyoming Statute §34-28-102(a)(i) further clarifies that a digital asset does not include a digital representation of a security or a financial asset. This exclusion is crucial for distinguishing pure digital assets from those that fall under securities regulations. Therefore, a digital token that represents ownership in a physical real estate property, while a digital asset in its form, also carries the characteristics of a security due to its underlying asset and potential for profit based on the efforts of others, thus falling outside the specific definition of a digital asset as contemplated by the Wyoming Digital Assets Law for certain purposes, particularly those that exempt them from specific regulations applicable to digital assets. The key is the underlying nature and the intent of the token’s creation and distribution. If the token’s value is primarily derived from an underlying physical asset and represents a share of ownership or profit from that asset, it leans towards being classified as a security.

Wyoming’s digital asset laws, particularly the Wyoming Digital Asset Act (Wyo. Stat. Ann. § 34-26-101 et seq.), establish a framework for the classification and treatment of digital assets. A key distinction is between a “digital consumer asset” and a “digital security.” A digital consumer asset is defined as a digital representation of value that is used for exchange, payment, or as a store of value, and is not legal tender, or is not a commodity. This definition is broad and encompasses many cryptocurrencies. A digital security, conversely, is a digital representation of value that is convertible into or exchangeable for fiat currency or other digital assets, and that is recorded on a distributed ledger or similar technology, and that is used as a security. The critical differentiator often lies in the expectation of profit derived from the efforts of others, a hallmark of the Howey Test, which is implicitly considered in the classification of digital assets as securities. Wyoming law aims to provide clarity for businesses operating with digital assets, distinguishing between assets that function primarily as currency or a store of value and those that represent an investment contract. This distinction impacts regulatory oversight, licensing requirements, and the legal protections afforded to holders of these assets. For instance, a digital asset that is marketed with promises of passive income generated by the issuer’s development efforts would likely be considered a digital security, triggering different regulatory pathways than a digital asset primarily used for peer-to-peer transactions. The classification is not static and can depend on the specific facts and circumstances of how the asset is created, marketed, and utilized. The intent of the Wyoming legislature was to foster innovation by providing a clear legal structure that acknowledges the unique nature of digital assets while also ensuring consumer protection and market integrity.

Wyoming Statute §34-28-101 defines a digital asset as a digital representation of value that is used with the intent to exchange for goods or services, is recorded on a cryptographically secured distributed ledger, or is otherwise recorded in any other distributed ledger technology. This definition is broad and encompasses various forms of digital value. Wyoming Statute §34-28-102 further clarifies that a digital asset does not include a digital representation of a security, a digital representation of money, or a digital representation of a commodity. This exclusion is critical for understanding the scope of the Wyoming Digital Assets Law. Therefore, an asset that is a digital representation of a commodity, such as a digital token backed by a physical commodity like gold or oil, falls outside the primary definition of a “digital asset” as defined in Chapter 28 of Title 34 of the Wyoming Statutes for the purposes of this specific law, although it might be regulated under other statutes. The key is the explicit exclusion of commodities.

Wyoming Statute § 34-29-101 defines a digital asset broadly to include any representation of value that is digitally recorded or transmitted, including virtual currency, and any other intangible asset that is recorded in a digital format. This definition is crucial for determining the scope of Wyoming’s digital asset laws. When considering a digital asset that is recorded on a distributed ledger technology, such as a blockchain, and represents a fractional ownership interest in a real-world asset like a piece of real estate, it falls squarely within the statutory definition. Wyoming’s legal framework, particularly the Wyoming Digital Assets Law, aims to provide clarity and legal certainty for these types of assets. The classification of such an asset as a digital asset under Wyoming law is not dependent on whether it is considered a security under federal securities laws, although that determination would have separate implications. The primary focus for Wyoming law is the digital nature and the representation of value or ownership. Therefore, a digital token representing fractional ownership of real property, recorded on a blockchain, is unequivocally a digital asset under Wyoming Statute § 34-29-101.

Wyoming Statute § 34-29-101 defines a digital asset as a digital representation of value that is used as a medium of exchange, unit of account, or store of value, and that is not legal tender, regardless of whether it is: (i) secured or collateralized by; (ii) associated with or linked to a particular asset or attribute of an asset; or (iii) the subject of an agreement to acquire, sell, transfer, or exchange. This definition is broad and encompasses various forms of digital representations of value. When considering a novel digital asset that functions as a digital representation of a unique, non-fungible artwork, the key is whether it meets the criteria of being a “digital representation of value” used as a medium of exchange, unit of account, or store of value. If the digital representation of the artwork is primarily intended to be traded or held as a store of value within a digital ecosystem, it would likely fall under Wyoming’s definition. The non-fungible nature does not exclude it from being a digital asset if it otherwise meets the functional criteria. Wyoming’s law is designed to be inclusive of evolving digital asset classes. Therefore, a digital representation of a unique artwork, if capable of being exchanged or held as value, fits within this framework.

Wyoming’s digital asset legislation, particularly the Wyoming Digital Asset Act, provides a framework for the custody and administration of digital assets. When a custodian is appointed to hold digital assets, the law outlines specific duties and responsibilities to ensure the security and proper management of these assets. A key aspect of this framework is the distinction between digital assets held by a custodian in a fiduciary capacity versus those held in a non-fiduciary capacity. For digital assets held in a fiduciary capacity, the custodian must segregate these assets from the custodian’s own property and from the property of other persons. This segregation is crucial for protecting the beneficial owners’ interests, especially in cases of the custodian’s insolvency or bankruptcy. Wyoming Statute §34-27-104(a) mandates that a digital asset custodian shall segregate digital assets held for the benefit of another person from the digital assets of the custodian and from the digital assets of all other persons. This segregation can be achieved by maintaining separate digital ledgers or accounts. The purpose of this segregation is to ensure that in the event of a custodian’s financial distress, the digital assets belonging to their clients are not commingled with the custodian’s own assets and are therefore not subject to claims by the custodian’s general creditors. This principle aligns with traditional fiduciary duties in asset management, ensuring that client assets are protected and can be readily identified and returned to their rightful owners.

Wyoming’s Digital Asset Law, specifically the Wyoming Digital Asset Law (Wyo. Stat. Ann. § 34-28-101 et seq.), provides a framework for the custody and administration of digital assets. A key aspect of this law is the definition and treatment of digital assets themselves, distinguishing them from traditional securities or commodities. The law broadly defines a digital asset as a representation of value that is recorded, stored, or accessible on a distributed ledger technology or any similar technology. This definition is inclusive, encompassing cryptocurrencies, stablecoins, and other digital representations of value. Crucially, the law does not require a digital asset to be a security or a commodity to fall under its purview. Instead, the focus is on the underlying technology and the nature of the asset as a store of value or medium of exchange. When considering a digital asset that is not explicitly classified as a security under federal law, and its primary function is as a medium of exchange or a unit of account, Wyoming law would generally treat it as a digital asset under its specific statutory definitions. The intent of the Wyoming legislature was to create a clear and favorable regulatory environment for digital asset businesses, differentiating these assets from those governed by existing securities or commodities regulations, unless they also meet those separate definitions. Therefore, an asset that is a representation of value recorded on a distributed ledger, and is primarily used as a digital currency, would be considered a digital asset under Wyoming law, irrespective of whether it also qualifies as a security.

The Wyoming Digital Asset Law, specifically the Wyoming Limited Liability Company Act and its provisions related to digital assets, dictates how a Wyoming LLC can hold and manage digital assets. When an LLC is formed to hold digital assets, the operating agreement is the foundational document that governs its internal affairs, including the management, distribution, and safeguarding of these assets. The law emphasizes the legal recognition of digital assets as property that can be owned and transferred by entities. Therefore, the operating agreement must clearly define the rights and responsibilities of the members and managers concerning these digital assets, including provisions for their custody, security protocols, and procedures for any transactions or disposals. The law does not mandate a specific type of blockchain for holding assets, nor does it require a separate legal entity for each digital asset. While compliance with federal securities laws is always a consideration for certain types of digital assets, the core governance of how a Wyoming LLC holds these assets is primarily established through its operating agreement, consistent with state LLC law. The Wyoming Banking Commissioner’s role is generally supervisory and regulatory, not dictating the internal operational documents of a private LLC in this manner.

The Wyoming Digital Asset Law, specifically the Wyoming Money Transmission Act, addresses how digital assets are regulated within the state. When a person or entity receives or transmits digital assets for others, they may be considered a money transmitter. Wyoming law, however, provides exemptions for certain activities to foster innovation. One such exemption, outlined in Wyoming Statute §40-22-102(a)(xv), applies to persons who receive or transmit digital assets that are not considered “money” under the Act, or if the digital asset is considered a security and the person is acting in a capacity exempt from securities registration. Furthermore, the law distinguishes between digital assets that are considered legal tender or currency and those that are not. Wyoming Statute §40-22-101(a)(vii) defines “digital asset” broadly, but the applicability of money transmission regulations hinges on whether the asset functions as money or is otherwise subject to specific licensing. In the scenario presented, the entity is facilitating the exchange of a token that represents a fractional ownership in a real estate property. Such tokens are generally classified as securities, not as money or currency for the purposes of money transmission licensing. Therefore, if the entity is only involved in the transmission of these security tokens and not acting as a custodian or facilitator of fiat currency exchange, and assuming they are not otherwise engaging in activities that would trigger money transmitter licensing, they would likely be exempt from the Wyoming Money Transmission Act’s licensing requirements, provided their activities align with the specific exemptions for securities or non-money digital assets. The key is the nature of the digital asset and the specific activities undertaken.