Virginia SB 782

Corporations; limited liability decentralized autonomous organizations (LLDs). Creates the Limited Liability Decentralized Autonomous Organization (LLD) Act, which establishes requirements for an LLD, defined as a distinct legal entity that operates through decentralized governance using blockchain technology and smart contracts that execute decentralized decision-making mechanisms. The bill permits the formation of an LLD by filing articles of formation with the State Corporation Commission (the Commission), and, if certain requirements are met, the Commission may issue a certificate of formation. The bill includes requirements for amending an LLD's articles of formation and also includes requirements for LLD bylaws, operating agreements, underlying smart contracts, and participant interests and management of the LLD. Under the bill, an LLD and its participants have limited liability for debts, obligations, and liabilities of the LLD. The bill also includes provisions related to recordkeeping, transferring interests, withdrawal of participants, and dissolution of the LLD. The bill directs the Commission to adopt emergency regulations to implement certain provisions of the bill. Except for the emergency rulemaking, the provisions of the bill have a delayed effective date of January 1, 2027.