Wyoming Grants Legal Status to DAOs with DUNA Law | Practical Law

Wyoming Grants Legal Status to DAOs with DUNA Law | Practical Law

Wyoming Governor Mark Gordon signed into law the Wyoming Decentralized Unincorporated Nonprofit Association Act, which establishes the formation and management of decentralized unincorporated nonprofit associations (DUNAs). Though this law, Wyoming becomes the first state to grant legal status to blockchain networks, which enables blockchain networks to operate within the bounds of applicable laws without compromising their decentralization.

Wyoming Grants Legal Status to DAOs with DUNA Law

Practical Law Legal Update w-042-8374 (Approx. 4 pages)

Wyoming Grants Legal Status to DAOs with DUNA Law

by Practical Law Finance
Published on 02 Apr 2024USA (National/Federal)
Wyoming Governor Mark Gordon signed into law the Wyoming Decentralized Unincorporated Nonprofit Association Act, which establishes the formation and management of decentralized unincorporated nonprofit associations (DUNAs). Though this law, Wyoming becomes the first state to grant legal status to blockchain networks, which enables blockchain networks to operate within the bounds of applicable laws without compromising their decentralization.
On March 7, 2024, Wyoming Governor Mark Gordon signed into law SF0050, the Wyoming Decentralized Unincorporated Nonprofit Association Act (Bill SF0050). This law establishes the formation and management of decentralized unincorporated nonprofit associations (DUNAs) under Wyoming state law and is designed to enable blockchain networks such as decentralized autonomous organizations (DAOs) to operate within the bounds of applicable law without compromising their decentralization. With this law, which becomes effective on July 1, 2024, Wyoming becomes the first state to grant legal status to blockchain networks.
The state of Wyoming has been a pioneer in state crypto legislation. In 2021, Wyoming become the first state to regulate DAOs and recognize them as a form of limited liability company (LLC) and in 2022 the state passed amendments seeking to clarify these regulations (see Legal Update, Wyoming Passes DAO Supplement Recognizing Decentralized Autonomous Organizations (DAOs) as LLCs and Cryptocurrency and Virtual Currency Regulatory Tracker: Wyoming).
The law provides that DUNAs are a legal entity separate from its members. As such, DUNAs can manage their affairs and "engage in profit-making activities" by entering into contracts, managing real or personal property, and opening bank accounts. The law specifies that a DUNA may provide for its governance, in whole or in part, through distributed ledger technology (DLT), including smart contracts.
The law specifies that a DUNA member may not be held liable for the DUNA's offenses merely by being a member of the DUNA. Additionally, the law provides that DUNA itself can be held liable by a member, administrator, or person authorized to participate in the management of the DUNA's affairs.
A DUNA is defined under the law as an unincorporated nonprofit association that:
  • Consists of at least 100 members joined by mutual consent under the agreement.
  • Has elected to be formed under the act.
  • Is not formed under any other law governing a nonprofit association's organization or operation.
Once established, a DUNA remains in existence in perpetuity unless its governing principles otherwise specify.
The law provides that a DUNA may be dissolved:
  • By any method specified by the DUNA's governing principles.
  • If no method is specified by the DUNA's governing principles, the members can approve a method for dissolution.
  • If membership in the nonprofit association falls below 100 members and the DUNA does not meet the requirements of a Wyoming unincorporated nonprofit association under W.S. 17-22-101-115.
  • By a court order.