HB 1796 Virginia House of Delegates · 2025 Regular Session

Corporations; creates a regulatory framework for decentralized autonomous organizations.

Summary
Corporations; decentralized autonomous organizations. Creates a regulatory framework for decentralized autonomous organizations, defined in the bill as a distinct legal entity that operates through blockchain-based governance frameworks, incorporating self-executing smart contracts and decentralized decision-making mechanisms. The bill provides that an entity seeking to become a decentralized autonomous organization must file its articles of organization with the State Corporation Commission in order to seek a certificate of organization and requires such articles of organization to designate an operator of record. The bill permits a limited liability company to elect to become a decentralized autonomous organization with management vested in its members or smart contracts and contains requirements for its articles of organization and operating agreements. The bill also contains provisions governing the relationships and rights of members of a decentralized autonomous organization and for the dissolution of a decentralized autonomous organization. The provisions of the bill do not become effective unless reenacted by the 2026 Session of the General Assembly.
Bill status vetoed 4 of 5 stages cleared
Introduction
Jan 2025
Committee Review
Feb 2025
House of Delegates Passage
Mar 2025
Senate Passage
Mar 2025
Vetoed
May 2025
Introduced Jan 6, 2025 Vetoed May 2, 2025
Maddy AI version diff · 2 comparisons

What changed between versions

Governor Substitute Not Adopted Enrolled · 6 edits · Mar 10, 2025
MODERATE
The bill changed from a temporary study request to a permanent law creating a new legal entity type called a Decentralized Autonomous Organization (DAO) in Virginia. This allows blockchain-based groups to operate as distinct legal entities with their own rules, while explicitly limiting fiduciary duties and member rights compared to traditional companies. The law includes specific definitions for digital assets and smart contracts to ensure clarity and safety.
Scope change
The bill's scope expanded from a one-time study by the Joint Commission on Technology and Science to a comprehensive statutory framework that permanently establishes a new chapter in the Virginia Code for DAOs.
SCOPE

Added a new legal entity type called a Decentralized Autonomous Organization (DAO) to the Virginia Code, allowing blockchain-based groups to register and operate as distinct legal entities.

DEFINITION

Created specific legal definitions for terms like 'smart contract,' 'governance token,' and 'digital asset' to ensure consistent application of the law.

REQUIREMENT

Established new registration requirements, including the need to designate an 'operator of record' with fiduciary duties and include specific warning notices about reduced member rights.

ELIGIBILITY

Modified the legal status of existing limited liability companies by allowing them to elect to become DAOs, which changes their internal governance and liability structure.

ENFORCEMENT

Added provisions that limit the fiduciary duties of DAO members and restrict the right of members to inspect internal records, relying instead on public blockchain data.

TIMELINE

Changed the effective date from a study deadline of December 1, 2025, to an immediate enactment that requires reenactment in the 2026 session to become fully effective.

Floor votes · Senate Feb 19, 2025 · House of Delegates Jan 31, 2025

How they voted

400
Passed
Total votes 40
Feb 19, 2025
D Democratic21
21 Yea
100% Yea
R Republican19
19 Yea
100% Yea
Vote distribution
All Yea All Nay Mixed No data
Full legislative history

Actions timeline

Total actions
42
Key actions
13
Committee
6
Amendments
5
May 2, 2025
Vetoed
Vetoed by Governor
executive
Apr 2, 2025
Vetoed
House rejected Governor's recommendation (28-Y 68-N)
lower
Mar 24, 2025
Vetoed
Governor's recommendation received by House
executive
Mar 10, 2025
Upper · Passed
Signed by President
upper
Mar 7, 2025
Lower · Passed
Signed by Speaker
lower
Feb 20, 2025
Lower · Passed
Senate Amendments agreed to by House (85-Y 10-N)
lower
Feb 20, 2025
Upper · Passed
Passed Senate with amendments (20-Y 19-N)
upper
Feb 20, 2025
Upper · Passed
Passed by temporarily
upper
Feb 20, 2025
Introduced
Engrossed by Senate as amended
upper
Feb 20, 2025
Upper · Passed
Finance and Appropriations Amendment agreed to
upper
Feb 20, 2025
Upper · Passed
Commerce and Labor Amendment agreed to
upper
Feb 20, 2025
Introduced
Reading of amendment waived
upper
Feb 19, 2025
Upper · Passed
Passed by for the day
upper
Feb 17, 2025
Upper · Passed
Reported from Finance and Appropriations with amendment (14-Y 0-N)
upper
Feb 10, 2025
Upper · Passed
Reported from Commerce and Labor with amendment and rereferred to Finance and Appropriations (11-Y 0-N 4-A)
upper
Feb 3, 2025
Committee
Referred to Committee on Commerce and Labor
upper
Jan 31, 2025
Lower · Passed
Read third time and passed House (87-Y 8-N)
lower
Jan 27, 2025
Lower · Passed
Reported from Communications, Technology and Innovation with substitute (20-Y 2-N)
lower
Jan 16, 2025
Committee
Assigned CT & I sub: Technology and Innovation
lower
Jan 6, 2025
Committee
Referred to Committee on Communications, Technology and Innovation
lower
1 primary · 5 co-sponsors

Sponsors