Wyoming operates two distinct statutory frameworks purpose-built for DAOs: the DAO LLC supplement to its LLC Act, and the more recent Decentralized Unincorporated Nonprofit Association (DUNA) Act. Finjuris advises DAOs on whether an onshore US structure is right for their project, and, where it is, which of these two Wyoming vehicles best fits their governance model and objectives.
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Discuss whether a Wyoming DAO LLC or DUNA suits your DAO's governance model and US nexus. Receive a tailored formation and governance-drafting roadmap.
Comparing Wyoming's DAO Legal Vehicles
Wyoming's DAO LLC supplement, added to the state's LLC Act, adapts the conventional limited liability company to recognise algorithmically or member-managed governance, and can be used for both for-profit and not-for-profit DAOs. The DUNA Act, which took effect in July 2024, takes a different approach: it creates a standalone legal framework — the Decentralized Unincorporated Nonprofit Association — that gives a decentralised community its own legal personality as a nonprofit association without imposing centralised management, shareholders, or a board in the conventional sense. While it draws on some principles of unincorporated association law, it does not amend or repurpose Wyoming's general Unincorporated Nonprofit Association Act.
Wyoming DAO LLC
A Wyoming DAO LLC is a limited liability company whose operating agreement can provide for management by its members, by smart contract, or by a combination of the two. It can distribute profit to its members, making it suitable for DAOs operating a for-profit protocol or revenue-generating activity, while still giving members limited liability similar to a conventional LLC.
Wyoming DUNA
A DUNA is a nonprofit unincorporated association recognised as a distinct legal entity capable of contracting, holding assets, suing and being sued, and paying tax, without requiring centralised management, a board of directors, or shareholders. It requires at least 100 members, must rely on blockchain technology in its governance and operations, and must adopt a nonprofit purpose, making it well suited to protocol governance DAOs, ecosystem foundations, and grant-making structures rather than for-profit ventures.
Why DAOs Choose a Wyoming Structure
The first US legal frameworks purpose-built to recognise DAOs and give effect to on-chain governance without requiring centralised management.
Statutory limited liability for members, contributors, and token holders, addressing the liability risk highlighted by US enforcement actions and litigation against unwrapped DAOs.
An onshore US legal presence, which can support relationships with US-facing banks, investors, and counterparties who are more comfortable with a domestic entity.
Wyoming DAO LLC vs. DUNA at a Glance
| Feature | DAO LLC / DUNA |
|---|---|
| Governing legislation | Wyoming LLC Act, DAO Supplement (W.S. 17-31) / Wyoming DUNA Act (SF 50, effective July 2024) |
| Profit distribution | DAO LLC: permitted / DUNA: prohibited — nonprofit purpose required |
| Minimum members | DAO LLC: no statutory minimum / DUNA: at least 100 members |
| Management | Member-managed, algorithmically managed, or a hybrid of the two |
| Liability | Limited liability for members under both frameworks |
| Blockchain requirement | DUNA requires reliance on blockchain technology in governance and operations |
| Best suited to | DAO LLC: for-profit protocols / DUNA: nonprofit protocol governance, grants, ecosystem foundations |
Practical Considerations and Limitations
DUNA requires at least 100 members and a nonprofit purpose, it is not suited to founder-controlled or small-team projects.
US tax filing and information-reporting obligations apply to both structures, and should be assessed alongside the DAO's broader tax position.
Both frameworks are newer than long-established offshore regimes such as Cayman or Switzerland, and carry a correspondingly shorter body of case law and market practice.
Neither structure is a financial services licence, DAOs carrying on regulated activity in the US will still need to address federal and state licensing requirements separately.
How Finjuris Helps
Assessing whether a Wyoming DAO LLC, a DUNA, or an offshore alternative best fits your DAO's governance model, membership base, and revenue model.
Drafting the operating agreement (DAO LLC) or governing documents (DUNA) to reflect your on-chain proposal, voting, and treasury processes.
Coordinating US registered agent, tax, and information-reporting requirements.
Advising on the interaction between a Wyoming entity and any offshore foundation or operating company in a wider structure.
Frequently Asked Questions
Straightforward answers to the questions ask us most often before structuring a DAO.
Structure Your DAO with a Wyoming Entity
If you are considering a Wyoming DAO LLC or DUNA for your project, Finjuris will assess your governance model, membership base, and objectives, and recommend the right structure.
Book a consultation with Finjuris
Discuss your DAO's governance model, membership, and US nexus with our Web3 legal team. Receive a tailored recommendation on structure, drafting, and formation timeline.
This page is provided for general informational purposes and does not constitute legal advice. Whether this structure is appropriate for a given DAO depends on its specific governance model, activities, and regulatory exposure, and should be assessed with qualified legal counsel before implementation.
