Delaware Blockchain Amendments (SB 69)

Section 224 of Title 8 now states that records administered by or on behalf of a corporation, including its stock ledger, books of account, and minute books, may be kept through an information storage device, method, or one or more electronic networks or databases, including distributed electronic networks or databases. This language is technology-neutral: it recognizes distributed ledgers without mandating a particular blockchain system.

Section 219(c) defines a stock ledger as one or more records administered by or on behalf of the corporation that record stockholder names, addresses, registered shares, issuances, and transfers in accordance with Section 224. Section 224 then requires the ledger to support preparation of stockholder lists under Sections 219 and 220, record specified DGCL information, and record transfers of stock as governed by Article 8 of subtitle I of Title 6.

The amendments retain a practical bridge between digital and traditional records. Records kept through electronic or distributed systems must be convertible into clearly legible paper form within a reasonable time. A paper form accurately prepared from those systems is valid and admissible to the same extent as an original paper record.

Because Delaware is a major corporate-law jurisdiction, the amendments are often discussed in connection with tokenized equity, automated stock-transfer systems, and private-company cap table infrastructure. The legal text, however, focuses on corporate records and stock ledgers under the DGCL. It does not by itself determine whether a token, share, transfer mechanism, exchange venue, or custody arrangement complies with federal securities law or other state and federal requirements.

The amendments also intersect with corporate-governance administration. The same act updated electronic transmission language in Section 232 and clarified notices for uncertificated shares in Sections 151, 202, and 364. Separately, Senate Bill 69 included non-blockchain changes on written consents, business-combination opt-outs, mergers involving non-U.S. entities, and annual reports. Editors should therefore describe this profile as covering the blockchain-related DGCL amendments rather than the entire act.

• Introduced: Senate Bill 69 was introduced in the 149th Delaware General Assembly on May 5, 2017.
• Approved: The session law states that the act was approved on July 21, 2017.
• Effective: Most amendments took effect on August 1, 2017. Sections 8 through 10, addressing written consents, apply to actions by consent with a record date on or after August 1, 2017.

The Delaware Blockchain Amendments are relevant to crypto law because they are an early statutory example of blockchain-compatible corporate recordkeeping. They do not create a general digital-asset regulatory framework, but they give Delaware corporations a clearer state-law basis for using distributed ledger infrastructure in stock-ledger and related corporate-record systems, subject to the DGCL’s recordkeeping conditions.