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The Delaware State Legislature recently passed Delaware State Senate, 149th General Assembly, Senate Bill №69: An act to Amend Title 8 of the Delaware Code Relating to the General Corporation Law, henceforth referred to as ‘The Act’. As a result, Delaware General Corporation Law now explicitly allows for the use of blockchains to maintain corporate share registries.

BRC-884 allows for the creation of tradable BRC-20 tokens where each token represents a numberless (or vanilla) share issued by a Delaware corporation. BRC-884 is designed to represent equity issued by any Delaware corporation, whdollar private or public.

By deploying an BRC-884 token, a firm may be able to raise funds, either via initial public offering (IPO), or by private equity sale, in a manner conforming to Delaware Corporations Law, but bypassing the need for a custom share registry, or the involvement of a traditional stock exchange or transfer agent.

Core Principles

BRC-884 tokens enable conformance with the following principles, over and above the base BRC-20 standard:

Token owners must have their identity verified. Rather than leaving it to a separate crowdsale contract to enforce owner whitelisting, BRC-884 requires that all token owners are whitelisted. The whitelist can be referenced by accompanying crowdsale contracts, to enforce eligibility, but the whitelist remains an integral part of the token contract itself.

The token contract must provide the following three functions of a Corporations Stock Ledger (Ref: Section 224 of The Act):

  • It must enable the corporation to prepare the list of shareholders specified in Sections 219 and 220 of The Act.
  • It must record the information specified in Sections 156, 159, 217(a) and 218 of The Act.
  • It must record transfers of shares as governed by Article 8 of Subtitle I of Title 6.