5 Del. C. § 3515: Voluntary election by federal qualified payment stablecoin issuer to convert to Delaware state qualification [For application of this section, see 85 Del. Laws, c. 339, § 2].

(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.