Wyoming DAO LLC: What the Articles Must Contain

What Wyoming means by a DAO

The Wyoming Decentralized Autonomous Organization Supplement, W.S. 17-31, lets an LLC organize as a decentralized autonomous organization. The articles must say the company is a DAO, the name must include "DAO", "LAO" or "DAO LLC", and the articles must explain how the members manage it, including how much of the management is done algorithmically (W.S. 17-31-104).

A DAO can form for any lawful purpose, whether or not for profit, and like every Wyoming entity it must keep a registered agent in the state (W.S. 17-31-105(b)).

Source: wyoleg.gov

The smart contract identifier deadline

The articles must include a publicly available identifier of any smart contract directly used to manage, facilitate or operate the DAO (W.S. 17-31-106(b)). If the articles are filed without it, the filer has 30 days to provide it to the Secretary of State, and if it is not provided, the Secretary of State dissolves the DAO (W.S. 17-31-105(e)). Have the contract address ready before you file.

The articles and smart contracts govern member relations, voting, transfers, withdrawal, distributions and how the contracts themselves can be updated (W.S. 17-31-106(c)). That is a lot to put in code, so most founders pair the contracts with a written operating agreement.

Source: wyoleg.gov

The required notice and converting an existing LLC

A Notice of Restrictions on Duties and Transfers in substantially the statutory form must appear conspicuously in the articles or operating agreement, warning that the supplement, smart contracts and governing documents may reduce or eliminate fiduciary duties and restrict transfers and withdrawal (W.S. 17-31-104(c)). An existing Wyoming LLC can become a DAO by amending its articles to add the required statements, with the $60 amendment fee.

DAO filings depend on technical details we cannot verify for you. Call us before you order so we can confirm what your articles need to contain.

Source: wyoleg.gov

How the articles describe management

W.S. 17-31-104(e) requires a statement in the articles establishing how the members will manage the DAO, including to what extent management will be conducted algorithmically. That statement is where you explain, in plain words, which decisions the smart contracts make automatically and which ones members vote on.

The articles and smart contracts then govern member relations, voting rights, transferability of interests, withdrawal, distributions, amendment of the articles, how the smart contracts are updated, and dispute resolution (W.S. 17-31-106(c)). If the code and the written documents ever disagree, you want to have decided in advance which one controls, so say so in the operating agreement.

Source: wyoleg.gov

Records and practical steps

Keep the smart contract identifier in your formation file and on the Wyoming record. If the contract is upgraded, update the public identifier with the Secretary of State. Keep an operating agreement alongside the code to cover anything the contracts do not, and keep the same registered agent, designated communications contact and anniversary-month annual report as any other Wyoming LLC.

Source: wyoleg.gov

Questions to answer before you call us

What is the DAO's name, ending in DAO, LAO or DAO LLC? Which smart contracts run it, and what are their public identifiers? Which decisions happen in code and which by member vote? Who will be the designated communications contact for the registered agent? Having those answers ready makes the call short.

Source: wyoleg.gov

What a DAO LLC costs to form and keep

The state fee is $100 to form, the same as any Wyoming LLC, and $60 to amend an existing LLC into a DAO. Each year, the DAO files the same annual report with the same license tax: $60 or $0.0002 of Wyoming assets, whichever is greater. It also needs a registered agent all year, which is $199 a year with us.

Source: sos.wyo.gov