(a) Unless exempt under § 3507 of this title, a person may no t issue a payment stablecoin to or on behalf of a resident.

(b) The Commissioner shall issue a payment stablecoin issuer license, for persons who issue payment stablecoins.

(c) Each category of license shall be subject only to requirements proportionate to the risks presented by the activities conducted thereunder.

(d) The Commissioner, by regulation, may create subcategories of licenses within each category established by this section to reflect material differences in the nature, volume, or risk of regulated activities.

85 Del. Laws, c. 339, § 1; 

(a) An application for a license under this chapter must do all of the following:

(1) Be made in a form and medium prescribed by the Commissioner.

(2) Include the following information:

a. The legal name of the applicant, each current or proposed business address, and any fictitious or trade name used or planned for use in this State.

b. The legal name, any former or fictitious name, and the residential and business address of each executive officer, director, and any person that has control of the applicant.

c. A description of the applicant’s current and former business for the 5 years preceding the application, including its products and services, website addresses, projected user base, and specific marketing targets.

d. A list of each money-service or money-transmitter licenses the applicant holds in another state, the date each expires, and any disciplinary history in any other jurisdiction.

e. A list of any criminal conviction, deferred prosecution agreement, or pending criminal proceeding in any jurisdiction against the applicant, any executive officer, any director, any responsible individual, and any person with control over or under the applicant.

f. The source and sufficiency of funds to conduct regulated activity in compliance with § 3522 of this title.

g. Whether the applicant is registered with the Financial Crimes Enforcement Network as a money services business.

h. A description of the applicant’s following information:

1. Custody structure, including segregation or omnibus custody.

2. Private key management and security architecture.

3. Reserve asset composition, verification methodology, and custodians.

4. Redemption procedures and policies.

5. Anti-money laundering and sanctions compliance program.

6. Business continuity and disaster recovery plans specific to digital asset operations.

i. A set of fingerprints for each executive officer and director.

j. Cybersecurity and smart contract audit by a qualified independent auditor.

k. Any other information as the Commissioner requires by regulation.

(3) Be accompanied by a nonrefundable application fee in an amount established by the Commissioner by regulation.

(4) Be accompanied by evidence that the applicant has or will have, upon issuance of the license, the minimum net worth and reserve assets required under § 3522 of this title.

(b) For good cause, the Commissioner may waive a requirement of subsection (a) of this section or permit an applicant to submit other information in lieu of a required item.

(c) An application is not complete until the Commissioner has received all required information and completed its investigation under subsection (d) of this section.

(d) Upon receipt of a complete application, the Commissioner shall investigate any of the following:

(1) The financial condition and responsibility of the applicant.

(2) The relevant financial and business experience, character, and general fitness of the applicant.

(3) The competence, experience, character, and general fitness of each executive officer, director, and any person with control of the applicant.

(e) Not later than 120 days after an application is complete, the Commissioner shall notify the applicant of the Commissioner’s decision to approve, conditionally approve, or deny the application. If the Commissioner does not act within 120 days of the completed application, the application is deemed denied, except the Commissioner may extend this period by an additional 60 days upon written notice to the applicant for good cause shown. An applicant whose application is deemed denied under this subsection may immediately resubmit the application, which must be treated as a new complete application for purposes of this subsection.

(f) An applicant shall pay the reasonable costs of the Commissioner’s investigation under this section.

(g) A license takes effect on the later of the following:

(1) The date the Commissioner issues the license.

(2) The date the licensed person provides the security required by § 3522 of this title.

85 Del. Laws, c. 339, § 1; 

(a) An applicant licensed in another state is eligible for a license in this State without full duplicative review, if all of the following conditions are satisfied:

(1) The applicant holds a valid license in good standing from the other state.

(2) The applicant submits a registration in the form required by the Commissioner, along with evidence of the applicant’s out-of-state licensure.

(b) A license issued under this section does not require the applicant to establish a separate legal entity in this State.

85 Del. Laws, c. 339, § 1; 

(a) If the outstanding issuance value of a state-qualified payment stablecoin issuer exceeds $10,000,000,000 during any consecutive 12-month period, the issuer shall notify the Commissioner within 10 business days of such exceedance.

(b) Within 360 days after the date that the outstanding issuance value of a state-qualified payment stablecoin issuer exceeds $10,000,000,000, the issuer shall do 1 of the following:

(1) Apply for and obtain approval from the appropriate federal regulator to issue payment stablecoins as a permitted payment stablecoin issuer under the GENIUS Act [12 U.S.C. § 5901 et seq.].

(2) Reduce its outstanding issuance value below $10,000,000,000.

(c) During the transition period described in subsection (b) of this section, the issuer’s license under this chapter remains in effect, subject to continued compliance with all requirements of this chapter.

(d) The Commissioner shall promulgate regulations implementing the transition requirements of this section, which may include provisions permitting the Commissioner to coordinate with the applicable federal regulator during the transition period.

85 Del. Laws, c. 339, § 1; 

(a) A federal qualified payment stablecoin issuer that is a nonbank entity under the exclusive jurisdiction of the Office of the Comptroller of the Currency (OCC) pursuant to 12 U.S.C. § 5903(b)(1) may apply to the Commissioner for a payment stablecoin issuer license under § 3511 of this title and, upon obtaining the license and completing the federal exit process described in subsection (d) of this section, operate as a Delaware state-qualified payment stablecoin issuer subject to all requirements of this chapter.

(b) An applicant under this section is eligible to apply only if, at the time of application, all of the following conditions are met:

(1) The applicant’s outstanding issuance value does not exceed $10,000,000,000, calculated pursuant to § 3503(30) of this title.

(2) The applicant is not subject to any pending or outstanding cease-and-desist order, consent order, formal enforcement action, or supervisory agreement with the OCC or any other federal or state financial regulatory authority, unless the Commissioner determines in a written finding that the nature of the outstanding supervisory matter does not present a material risk to Delaware payment stablecoin holders.

(3) The applicant is legally established under the laws of this State or another state and, if established under the laws of another state, is qualified to do business in Delaware under applicable Delaware law as of the anticipated date of license issuance.

(4) The applicant’s reserve assets are in compliance with § 3521 of this title as of the application date, as demonstrated by the most recent monthly reserve report and registered public accounting firm examination submitted to the OCC.

(5) The applicant has provided written notice to the OCC of its intent to seek Delaware state qualification and has obtained 1 of the following:

a. Written no-objection or approval from the OCC acknowledging the applicant’s intent to voluntarily surrender its federal qualified status upon Delaware licensure.

b. Evidence satisfactory to the Commissioner that the applicable OCC federal license surrender procedures have been formally initiated and that no regulatory or legal impediment to surrender is known to exist.

(c) An application under this section must satisfy all requirements of § 3512 of this title and must also include all of the following:

(1) The applicant’s complete federal application history with the OCC, including the most recent examination report or examination summary transmitted to the applicant by the OCC, to the extent disclosure is authorized by the OCC.

(2) A written certification by the applicant’s chief executive officer and chief financial officer attesting that, as of the certification date, all of the following conditions are met:

a. Reserve assets satisfy the requirements of § 3521 of this title.

b. No pending or threatened federal or state enforcement action exists that has not been disclosed pursuant to § 3512 of this title.

c. Outstanding issuance value does not exceed $10,000,000,000.

(3) A transition plan describing in reasonable detail all of the following:

a. The applicant’s plan to formally surrender its federal qualified status concurrently with or immediately upon the effective date of the Delaware conditional license issued under subsection (d) of this section, including the anticipated timing and sequencing of each federal exit step.

b. Any operational changes required to conform to this chapter that are not already required by OCC implementing regulations, and the timeline for achieving compliance.

c. The applicant’s plan for ensuring continuity of payment stablecoin issuance and redemption operations throughout the conversion period without interruption to existing holders.

d. The applicant’s plan for notifying existing payment stablecoin holders of the regulatory transition, including the anticipated timeline, any operational impacts, and holder rights under this chapter.

(4) The OCC written no-objection or approval described in paragraph (b)(5)a. of this section, or, if paragraph (b)(5)b. of this section applies, evidence satisfactory to the Commissioner that applicable federal surrender procedures have been initiated.

(5) Any additional information as the Commissioner requires by regulation.

(d) The following sequencing provisions apply to ensure compliance with the exclusive jurisdiction requirement of 12 U.S.C. § 5903(b)(1):

(1) Upon approving an application under this section, the Commissioner shall issue a conditional license that does the following:

a. Takes effect and confers full Delaware state-qualified payment stablecoin issuer status on the date the applicant provides the Commissioner with written evidence satisfactory to the Commissioner that the applicant’s federal qualified payment stablecoin issuer status under 12 U.S.C. § 5901(11) has been voluntarily surrendered, rescinded, or otherwise terminated by the OCC.

b. Is subject to automatic revocation, without further hearing, if the applicant fails to complete the federal exit process and satisfy the condition of paragraph (d)(1)a. of this section within 365 days after the date the Commissioner issues the conditional license.

(2) During the period between issuance of a conditional license and its effectiveness under paragraph (d)(1)a. of this section, the applicant must do all of the following:

a. Remain a federal qualified payment stablecoin issuer subject to exclusive OCC jurisdiction and is not subject to examination or enforcement by the Commissioner with respect to payment stablecoin issuance activities.

b. Promptly notify the Commissioner in writing of any material change in financial condition, any new enforcement action commenced by any regulator, or any other development that would affect the applicant’s eligibility under this section.

(3) On the date the conditional license becomes effective under paragraph (d)(1)a. of this section, and not before, all of the following applies:

a. The applicant becomes a Delaware state-qualified payment stablecoin issuer subject to all requirements of this chapter, including examination and enforcement by the Commissioner under subchapter IX of this chapter.

b. The applicant shall file with the Commissioner, within 30 days, the first monthly reserve report required by § 3526(a) of this title for the period following the effective date.

c. The applicant’s payment stablecoin issuer license issued under this chapter becomes unconditional and subject to annual renewal pursuant to applicable regulations.

(e) Notwithstanding the standard 120-day review period under § 3512(e) of this title, the Commissioner shall act on a completed application under this section within 90 days of the date the application is deemed complete. The Commissioner may extend the review period by an additional 45 days upon written notice to the applicant for good cause shown.

(f) The Commissioner shall, by regulation under § 3566(a)(12) of this title, establish a reduced application fee for applicants under this section that reflects the reduced investigative burden applicable to applicants that have already been approved and examined as federal qualified payment stablecoin issuers.

(g) During the period between submission of an application under this section and the effective date of the conditional license under paragraph (d)(1)a. of this section, all of the following applies:

(1) The applicant shall maintain reserve assets in compliance with § 3521 of this title and with applicable OCC implementing regulations.

(2) The applicant may not materially alter its payment stablecoin issuance, reserve management, or redemption practices without prior written notice to the Commissioner.

(3) Payment stablecoin holders shall retain all rights and remedies available under the GENIUS Act [12 U.S.C. § 5901 et seq.], applicable federal law, and Delaware consumer protection law.

(h) Nothing in this section may be construed to limit, reduce, or otherwise affect the authority of the OCC over an applicant during the period between submission of an application under this section and the effective date of the conditional license pursuant to paragraph (d)(1)a. of this section. The OCC remains the exclusive primary federal payment stablecoin regulator of the applicant during that period for all purposes under 12 U.S.C. § 5903(b)(1), including examination, enforcement, and supervisory authority over payment stablecoin issuance.

(i) The Commissioner shall promulgate regulations under § 3566(a)(12) of this title implementing this section, which shall address, at a minimum:

(1) Application procedures and forms.

(2) Form and content requirements for the transition plan required by paragraph (c)(3) of this section.

(3) Holder notification content and timing requirements under paragraph (c)(3)d. of this section.

(4) Criteria for the Commissioner’s written findings regarding outstanding enforcement actions under paragraph (b)(2) of this section.

(5) Form and content of evidence of OCC exit satisfactory to the Commissioner under paragraph (d)(1)a. of this section.

(6) Reduced application fee schedule under subsection (f) of this section.

(7) Coordination procedures with the OCC during the conversion process, consistent with the information-sharing arrangement under § 3567 of this title.

(j) Beginning 1 year after the first license is issued under this section, and annually thereafter, the Commissioner shall include in the Commissioner’s annual report to the Governor and the General Assembly a summary of: applications received, approved, and denied under this section in the preceding year; aggregate outstanding issuance value of issuers that have converted to Delaware state qualification; OCC coordination activities related to federal-to-state conversions; and any recommendations for legislative or regulatory changes to improve the conversion process.

85 Del. Laws, c. 339, § 1; 

(a) A person who proposes, directly or indirectly, to acquire control of a permitted payment stablecoin issuer licensed under this chapter shall provide written notice to the Commissioner not less than 60 days before the proposed acquisition. For purposes of this section, there is a rebuttable presumption of control if, after the proposed transaction, a person would beneficially own 10% or more of the voting securities of the permitted payment stablecoin issuer.

(b) The Commissioner shall, upon receipt of a complete notice under subsection (a) of this section, review the proposed acquisition using the fitness and character standards of § 3536 of this title applicable to initial licensing. The Commissioner may do any of the following:

(1) Approve the proposed acquisition.

(2) Conditionally approve the proposed acquisition subject to conditions designed to address fitness or safety concerns.

(3) Disapprove the proposed acquisition if the Commissioner determines in a written finding that the proposed acquiror does not satisfy the fitness standards of § 3536 of this title, or that the proposed acquisition poses material risks to the safety and soundness of the permitted payment stablecoin issuer or to payment stablecoin holders.

(c) A proposed acquisition of control may proceed unless the Commissioner disapproves it within 60 days of receipt of a complete notice under subsection (a) of this section. The Commissioner may extend the review period by an additional 30 days upon written notice to the proposed acquiror for good cause shown. If the Commissioner does not act within the applicable review period, the proposed acquisition is deemed not disapproved.

(d) If a person acquires control of a permitted payment stablecoin issuer without providing prior notice as required by subsection (a) of this section, the Commissioner may, on an emergency basis and without prior hearing, suspend the issuer’s license pending completion of a fitness review under subsection (b) of this section. Any emergency suspension under this subsection is subject to prompt post-deprivation hearing consistent with § 3552(c) of this title. The Commissioner shall also require the acquiror to provide, within 15 business days of the acquisition of control, all information required by subsection (a) of this section as if the notice had been timely filed.

(e) The Commissioner shall promulgate regulations implementing this section, which must, at a minimum:

(1) Form and content of pre-acquisition notices.

(2) Standards for determining when a person has or will have beneficial ownership of 10% or more of voting securities for purposes of subsection (a) of this section.

(3) Criteria for the Commissioner’s written findings under paragraph (b)(3) of this section.

(4) Procedures for expedited review when a proposed acquisition is accompanied by full fitness documentation under § 3512 of this title.

(f) This section does not apply to any of the following:

(1) Acquisitions of control that are subject to the jurisdiction of the Board of Governors of the Federal Reserve System under the Bank Holding Company Act, 12 U.S.C. § 1841 et seq., or the Change in Bank Control Act, 12 U.S.C. § 1817(j).

(2) Acquisitions of control of a federal qualified payment stablecoin issuer, which remains exclusively subject to OCC oversight under 12 U.S.C. § 5903(b)(1).

85 Del. Laws, c. 339, § 1; 

(a) A person that engages in the business of acting as a digital asset service provider in this State, or on behalf of customers or users in this State, may register with the Commissioner under this section. Registration under this section is voluntary and no person is required to register as a condition of conducting digital asset service provider activity in this State.

(b) A person registered under this section:

(1) Is recognized as a Delaware-registered digital asset service provider for purposes of any interstate reciprocity program or multistate compact established by the Commissioner pursuant to § 3513 of this title.

(2) May represent to customers and counterparties that it is registered with the Delaware State Bank Commissioner as a digital asset service provider.

(3) Is eligible for the safe harbor against local licensing requirements established by § 3541(b) of this title.

(4) Is eligible for expedited review of any subsequent application for a payment stablecoin issuer license under § 3511 of this title, reflecting the Commissioner’s familiarity with the registrant’s operations and compliance program.

(c) An application for registration under this section must include all of the following:

(1) The registrant’s legal name, principal place of business, and any fictitious or trade name used in this State.

(2) A description of the digital asset service provider activities conducted in this State.

(3) A description of the registrant’s anti-money laundering and sanctions compliance program, to the extent required by the Bank Secrecy Act and applicable Financial Crimes Enforcement Network regulations.

(4) A list of each money-services or money-transmitter license the registrant holds in another state.

(5) Any other information as the Commissioner requires by regulation.

(d) A registrant under this section shall do all of the following:

(1) Notify the Commissioner within 30 days of any material change in the information provided under subsection (c) of this section.

(2) Renew its registration annually, accompanied by a registration fee established by the Commissioner by regulation.

(3) Cooperate with any inquiry by the Commissioner relating to consumer complaints filed by Delaware residents against the registrant.

(e) Registration under this section does not subject a registrant to examination, enforcement action, or substantive regulation by the Commissioner with respect to digital asset service provider activities, except as follows:

(1) The Commissioner may receive and investigate consumer complaints from Delaware residents relating to registered digital asset service providers.

(2) The Commissioner may share registration information and complaint records with the financial regulatory authorities of other states and with federal financial regulators.

(3) The Commissioner may by regulation establish minimum disclosure standards applicable to registered digital asset service providers with respect to fees, terms of service, and consumer rights, provided that such standards do not constitute a comprehensive examination or supervision regime.

(f) The Commissioner may revoke a registration under this section upon a finding, following notice and opportunity to be heard, that the registrant has knowingly made a material misrepresentation in its registration filing or renewal, or has been subject to a final enforcement action by a federal financial regulatory authority.

(g) The Commissioner shall promulgate regulations implementing this section, establishing at a minimum the form and content of registration filings, renewal procedures, consumer disclosure standards under paragraph (e)(3) of this section, and registration fee schedules.

85 Del. Laws, c. 339, § 1;