AN ACT TO AMEND TITLE 5 OF THE DELAWARE CODE RELATING TO STABLECOINS.
What changed between versions
The bill was restructured from a House Amendment (a set of line-by-line edits to Senate Substitute 2) into a full standalone act amending Title 5 of the Delaware Code. This is a presentational change but signals the Senate took control of the final text.
Section 3518 establishes a voluntary registration safe harbor for digital asset service providers. Registration is not mandatory but provides benefits including interstate reciprocity recognition, ability to represent Delaware registration status to customers, safe harbor against local licensing requirements, and expedited review for any future stablecoin issuer license application.
Section 3507 establishes a de minimis exemption: persons whose total payment stablecoin issuance activity with Delaware residents does not exceed $5,000 annually are exempt from licensing. The Commissioner may adjust this threshold by regulation at least every 3 years.
Section 3514 now requires federally supervised payment stablecoin issuers (federal qualified issuers and subsidiaries of insured depository institutions) to register with the Commissioner at least 30 days before commencing activity in Delaware, renew annually, and pay a registration fee. The House Amendment had removed this registration requirement; the Senate Substitute restores it.
Section 3515 creates a $10 billion outstanding issuance value threshold: if a state-qualified issuer exceeds this during any consecutive 12-month period, it must either obtain federal approval under the GENIUS Act or reduce its issuance below the threshold within 360 days.
Section 3517 requires any person proposing to acquire control (presumed at 10% or more of voting securities) of a permitted payment stablecoin issuer to give the Commissioner 60 days advance written notice. The Commissioner can approve, conditionally approve, or disapprove based on fitness standards. Unnotified acquisitions trigger emergency suspension authority.
Section 3521 establishes detailed reserve requirements: 1-to-1 backing by fair value using only specified liquid assets (cash, demand deposits, T-bills with 93 days or less maturity, overnight repo agreements, registered money market funds). Reserve assets cannot be pledged or rehypothecated except in limited circumstances. A 40% concentration safe harbor applies to holdings at any single institution.
Section 3516 creates a voluntary conversion pathway allowing federal qualified payment stablecoin issuers (nonbank entities under OCC jurisdiction) to apply for a Delaware state license, subject to conditions including: outstanding issuance value not exceeding $10 billion, no pending enforcement actions, OCC no-objection or evidence of initiated surrender procedures, and a detailed transition plan. The Commissioner must act within 90 days (vs. the standard 120).
Section 3508 prohibits non-financial public companies (and their majority-owned subsidiaries/affiliates) from issuing payment stablecoins in Delaware unless the federal Stablecoin Certification Review Committee approves by unanimous vote under the GENIUS Act. This applies equally to foreign companies.
A comprehensive definitions section (Section 3503) was added with 42 defined terms, including detailed definitions of 'control' (with specific exclusions for custodial, administrative, and co-signer roles), 'payment stablecoin' (excluding tokenized deposits and securities issued by permitted issuers), 'digital asset service provider' (excluding protocol developers, self-custodial software providers, validators, and liquidity pool participants), and 'reserve assets.'
The House Amendment had removed the requirement that federally supervised issuers register under Section 3514 (which would have eliminated a potential fee revenue stream). The Senate Substitute restores registration with an associated fee set by regulation, preserving this revenue source for the Commissioner's office.
