This chapter may be cited as the “Delaware Payment Stablecoins Act.”

85 Del. Laws, c. 339, § 1; 

(a) The General Assembly finds all of the following:

(1) Payment stablecoins are digital assets designed to maintain a stable value relative to a fixed monetary amount and are increasingly used for payment and settlement purposes in domestic and international commerce.

(2) The federal Guiding and Establishing National Innovation for U.S. Stablecoins Act, Pub. L. 119-27, 12 U.S.C. § 5901 et seq. (the “GENIUS Act” ), enacted July 18, 2025, establishes a national framework permitting state-qualified payment stablecoin issuers to operate under state regulatory regimes that are substantially similar to the federal framework, subject to certification by the Stablecoin Certification Review Committee.

(3) Delaware, as a leader in financial regulation and corporate law, has a compelling interest in establishing a payment stablecoin regulatory framework that is competitive, protective of consumers, and consistent with the federal framework so that Delaware-chartered entities may qualify as state-qualified payment stablecoin issuers under the GENIUS Act.

(4) A unified, clear state licensing regime prevents regulatory arbitrage, protects Delaware residents from fraud and insolvency, and ensures that payment stablecoin issuers operating in this State maintain adequate reserves and sound risk management practices.

(b) The purpose of this chapter is to achieve all of the following:

(1) Establish a licensing and regulatory framework for payment stablecoin issuers and establish a voluntary registration safe harbor for digital asset service providers that elect to obtain a Delaware regulatory relationship.

(2) Adopt definitions and standards substantially similar to those in the GENIUS Act and the Office of the Comptroller of the Currency’s implementing regulations, as amended from time to time.

(3) Provide for strong preemption of inconsistent local laws and ordinances.

(4) Protect Delaware residents through robust reserve, capital, anti-money laundering, data privacy, and consumer disclosure requirements.

(5) Authorize and direct the State Bank Commissioner to promulgate regulations implementing this chapter with maximum flexibility to align with evolving federal standards.

85 Del. Laws, c. 339, § 1; 

As used in this chapter:

(1) “Affiliate” means as defined under § 101 of this title.

(2) “Bank Secrecy Act” means as defined in all of the following, with any amendments to the following provisions:

a. Section 21 of the Federal Deposit Insurance Act, 12 U.S.C. § 1829b.

b. Chapter 2 of Title I of Public Law 91-508, 12 U.S.C. § 1951 et seq.

c. Subchapter II of Chapter 53 of Title 31, U.S. Code, and notes thereto, 31 U.S.C. § 5311 et seq.

(3) “Board of Directors” means a permitted payment stablecoin issuer’s or applicant’s board of directors, or the group of individuals that serve the nearest equivalent function of acting as the governing body of the issuer or applicant, without regard to the specific title of such body.

(4) “Commissioner” means the State Bank Commissioner.

(5) “Control” means the following:

a. With respect to an entity, any of the following:

1. The power, directly or indirectly, to direct the management or policies of the entity, whether through ownership of voting securities, by contract, or otherwise.

2. The power to vote 10% or more of any class of voting securities of the entity.

b. With respect to a digital asset, the unilateral power to execute or prevent the transfer of the asset, including through any of the following:

1. Sole possession of the private keys or cryptographic credentials necessary to authorize a transaction.

2. Possession of a threshold of credentials in a multisignature arrangement sufficient to authorize or block a transaction.

3. The ability to modify or override the smart contract or protocol governing the asset to affect its transfer.

c. “Control” does not include a person’s participation in any of the following:

1. Processing, validating, or relaying digital asset transactions on behalf of another.

2. Providing software, hardware, or infrastructure used to manage cryptographic keys without independent discretion to move assets.

3. Serving as a co-signer in a multisignature arrangement where the person’s keys alone are insufficient to reach the signing threshold.

4. Holding credentials in a custodial or administrative capacity solely at the direction of the owner.

d. “Control” does not mean a person’s relationship to a digital asset where that relationship is governed by a federal securities custody regime, including requirements under the Investment Company Act of 1940, 15 U.S.C. § 80a-1 et seq. and the Investment Advisers Act of 1940 15 U.S.C. § 80b-1 et seq.

(6) “Customer” means a person that purchases, through any consideration, the products or services of another person.

(7) “Digital asset” means any digital representation of value that is recorded on a cryptographically secured distributed ledger.

(8) a. “Digital asset service provider” means a person that engages in the business in this State, or on behalf of customers or users in this State, of any of the following:

1. Exchanging digital assets for monetary value.

2. Exchanging digital assets for other digital assets.

3. Transferring digital assets to a third party.

4. Acting as a digital asset custodian.

5. Participating in financial services relating to digital asset issuance.

b. “Digital asset service provider” does not include any of the following:

1. A distributed ledger protocol.

2. An immutable and self-custodial software interface.

3. A person solely by virtue of that person’s developing, operating, or engaging in the business of developing distributed ledger protocols or self-custodial software interfaces.

4. A person solely by virtue of that person’s developing, operating, or engaging in the business of validating transactions or operating a distributed ledger.

5. A person solely by virtue of that person’s participating in a liquidity pool or other similar mechanism for the provisioning of liquidity for peer-to-peer transactions.

(9) “Digital wallet” means a software program or hardware device that stores and manages the private keys associated with a particular unit of a digital asset.

(10) “Director” means an individual who serves on the Board of Directors of a permitted payment stablecoin issuer or applicant, except an advisory director who does not have the authority to vote on matters before the board of directors or any committee of the board of directors and who provides solely general policy advice to the board of directors or any committee.

(11) “Distributed ledger” means technology in which data is shared across a network that creates a public digital ledger of verified transactions or information among network participants and cryptography is used to link the data to maintain the integrity of the public digital ledger and execute other functions.

(12) “Distributed ledger protocol” means publicly available and accessible executable software deployed to a distributed ledger, including smart contracts or networks of smart contracts.

(13) “Eligible financial institution” means any of the following:

a. A person who is any of the following:

1. Eligible to hold reserve assets in custody pursuant to the standards set forth in § 3527 of this title and applicable regulations promulgated by the Commissioner.

2. Complies with the reserve asset custody requirements of § 3527 of this title.

3. Has entered into a custody agreement with a permitted payment stablecoin issuer documenting compliance with the requirements of § 3527 of this title, as applicable.

b. A Federal Reserve Bank.

(14) “Executive officer” means the president, chair of the board of directors, chief executive officer, chief operating officer, chief financial officer, chief investment officer, chief risk officer, chief technology officer, and Bank Secrecy Act compliance officer of a permitted payment stablecoin issuer. “Executive officer” includes any individual serving in the functional capacity of any listed title or its equivalent, without regard to title, salary, or compensation.

(15) “Fair value” means fair value as determined under generally accepted accounting principles as used in the United States.

(16) “Family” means as defined in § 901 of Title 10.

(17) “Federal qualified payment stablecoin issuer” means an entity that has been approved by the Office of the Comptroller of the Currency to issue payment stablecoins pursuant to the GENIUS Act, 12 U.S.C. § 5904.

(18) “Foreign payment stablecoin issuer” means an issuer of a payment stablecoin that is all of the following:

a. Organized under the laws of or domiciled in a foreign country or a territory of the United States.

b. Not a permitted payment stablecoin issuer as defined in 12 U.S.C. § 5901(23).

(19) “GAAP” means generally accepted accounting principles as used in the United States.

(20) “Insider” means a principal shareholder, an executive officer, a director, or a related interest of, or a family member of any of these persons.

(21) “Institution-affiliated party” with respect to a permitted payment stablecoin issuer, means any director, officer, employee, or controlling stockholder of the permitted payment stablecoin issuer.

(22) “Insured credit union” has the meaning given to that term in § 101 of the Federal Credit Union Act, 12 U.S.C. § 1752.

(23) “Insured depository institution” has the meaning given under § 796 of this title, provided that the term includes an insured credit union.

(24) “Lawful order” means any final and valid writ, process, order, rule, decree, command, or other requirement issued or promulgated under federal or state law, issued by a court of competent jurisdiction or by an authorized government agency pursuant to its statutory authority, that does all of the following:

a. Requires a person to seize, freeze, burn, or prevent the transfer of payment stablecoins issued by the person.

b. Specifies the payment stablecoins or accounts subject to blocking with reasonable particularity.

c. Is subject to judicial or administrative review or appeal as provided by law.

(25) “Monetary value” means a national currency or deposit as that term is defined in § 3 of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(l) denominated in a national currency.

(26) “National currency” means any of the following:

a. A Federal Reserve note as that term is used in the first undesignated paragraph of § 16 of the Federal Reserve Act, 12 U.S.C. § 411.

b. Money standing to the credit of an account with a Federal Reserve Bank.

c. Money issued by a foreign central bank.

d. Money issued by an intergovernmental organization pursuant to an agreement by 2 or more governments.

(27) “Nonbank entity” means a person that is not a depository institution or subsidiary of a depository institution.

(28) a. “Nonpublic personal information” means any of the following:

1. Information provided by a customer to a permitted payment stablecoin issuer to obtain a financial product or service.

2. Information about a customer resulting from any transaction involving a financial product or service between the permitted payment stablecoin issuer and a customer.

3. Information otherwise obtained by the permitted payment stablecoin issuer in connection with providing a financial product or service to a customer.

b. “Nonpublic personal information” does not include publicly available information, unless, when combined with other information, it would reveal the identity of a customer or enable access to the customer’s account.

(29) “Offer” means to make available for purchase, sale, or exchange.

(30) “Outstanding issuance value” means the total consolidated par value of all of a payment stablecoin issuer’s payment stablecoins for which the issuer is obligated to convert, redeem, or repurchase for a fixed amount of monetary value, as of any given date.

(31) a. “Payment stablecoin” means a digital asset that is used as a means of payment or settlement and the issuer of the digital asset does any of the following:

1. Is obligated to convert, redeem, or repurchase for a fixed amount of monetary value, not including a digital asset denominated in a fixed amount of monetary value.

2. Represents that the issuer will maintain, or creates the reasonable expectation that it will maintain, a stable value relative to the value of a fixed amount of monetary value.

b. “Payment stablecoin” does not include a digital asset that is any of the following:

1. A national currency.

2. A deposit as defined in § 3 of the Federal Deposit Insurance Act, 12 U.S.C. § 1813, including a deposit recorded using distributed ledger technology.

3. A security, as defined in § 2 of the Securities Act of 1933, 15 U.S.C. § 77b, § 3 of the Securities Exchange Act of 1934, 15 U.S.C. § 78c, § 2 of the Investment Company Act of 1940, 15 U.S.C. § 80a-2, or the Delaware Securities Act under Chapter 73 of Title 6, provided that no bond, note, evidence of indebtedness, or investment contract issued by a permitted payment stablecoin issuer shall qualify as a security solely by virtue of satisfying the conditions under paragraph (31)a. of this section, consistent with § 17 of the GENIUS Act, 12 U.S.C. § 5916.

(32) “Payment stablecoin issuer” means a person that creates, issues, or redeems payment stablecoins and is obligated to provide redemption on demand at par in United States dollars or an equivalent value to the holder.

(33) “Permitted payment stablecoin issuer” means a person licensed or otherwise approved under this chapter or applicable federal law to issue payment stablecoins, including any of the following:

a. A state-qualified payment stablecoin issuer licensed under § 3511 of this title.

b. A subsidiary of an insured depository institution approved to issue payment stablecoins pursuant to 12 U.S.C. § 5904.

c. A federal qualified payment stablecoin issuer approved pursuant to 12 U.S.C. § 5904.

(34) “Person” means as that term is defined under § 101 of this title.

(35) “Registered public accounting firm” means any of the following:

a. A firm as that term is defined under the Sarbanes-Oxley Act of 2002, 15 U.S.C. § 7201.

b. A certified public accounting firm licensed to practice in this State under Chapter 1 of Title 24 that meets the peer review and quality control standards established by the Delaware Board of Accountancy.

(36) “Reserve assets” means the assets a permitted payment stablecoin issuer is required to maintain pursuant to § 3521 of this title.

(37) “Resident” means a person, as defined in § 132 of Title 8, who is any of the following:

a. Is domiciled in this State.

b. Is physically located in this State for more than 183 days of the previous 365 days.

c. Has a principal place of business in this State.

(38) “Self-custodial wallet” means a software or hardware mechanism that enables a person to store, transfer, and interact with digital assets using a private cryptographic key or combination of keys exclusively controlled by that person and not by any third-party intermediary.

(39) “State-qualified payment stablecoin issuer” means an entity licensed under § 3511 of this title.

(40) “Sub-custodian” means a person that provides custody and safekeeping services to a permitted payment stablecoin issuer or covered custodian, including through a digital wallet for which such person controls the associated private keys, with respect to covered assets of a customer for which the permitted payment stablecoin issuer or covered custodian otherwise serves as custodian under § 3527 of this title.

(41) “Subsidiary” means as that term is defined under § 101 of this title.

(42) “Tokenized deposit” means a digital asset representing a deposit liability of an insured depository institution that is recorded on a distributed ledger and constitutes a demand deposit or similar obligation of the issuing institution. A tokenized deposit is not a payment stablecoin for purposes of this chapter.

85 Del. Laws, c. 339, § 1;