Wyoming DAO: Articles, Management, and Fiduciary Duties

A Wyoming DAO LLC is a limited liability company whose articles of organization declare it a decentralized autonomous organization under Wyo. Stat. §§ 17-31-101 through 17-31-116, giving a blockchain-governed project a recognized legal identity, limited liability for its members, and the ability to hold property and sign contracts. Wyoming was the first state to create this structure, in 2021, and the formation path looks like a standard LLC filing with a handful of DAO-specific requirements layered on top.¹

What a Wyoming DAO LLC Actually Is

The statute separates two things that are easy to conflate: the legal entity on file in Cheyenne and the smart contract that runs the organization on-chain. The legal entity sits in Wyoming’s corporate registry. The smart contract has a “publicly available identifier” — typically a blockchain wallet address or a permanent link to the deployed code — that the state record points to.² That split is what lets courts, banks, and tax authorities deal with the DAO through conventional channels while the code handles governance and operations.

Because the DAO is organized under the Wyoming LLC Act, members get the standard LLC shield: they are not personally liable for the DAO’s debts, and the entity is treated as a legal person distinct from the people behind it.²

What Goes in the Articles of Organization

Formation runs through the Wyoming Secretary of State, same as any other LLC, but four DAO-specific items have to land in the filing.

A Name That Signals DAO Status

The registered name must include one of three designations: “DAO,” “LAO,” or “DAO LLC.”¹ “Sunrise Collective DAO LLC” qualifies. “Sunrise Collective LLC” does not.

A Wyoming Registered Agent

Every DAO must continuously maintain a registered agent with a physical Wyoming street address — a P.O. Box is not enough.³⁴ Organizers outside Wyoming typically hire a commercial registered agent service.

Notice of Restrictions on Duties and Transfers

The articles (or the operating agreement) must contain a conspicuous statement titled “NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS.” It warns anyone dealing with the DAO that member rights may differ sharply from those in a traditional LLC, and that the governing documents can reduce or eliminate fiduciary duties and restrict transfers, withdrawal, return of capital contributions, and dissolution.² The notice has to be transcribed substantially as the statute specifies, so copy the statutory language closely rather than paraphrasing.

The Smart Contract Identifier

The articles must list a publicly available identifier for any smart contract the DAO uses to manage or operate itself.² If the identifier is not in the initial filing, the DAO has 30 calendar days to supply it through an amendment. Miss that window and the entity dissolves automatically.⁵ Putting the identifier in the first filing is the safest approach.

Later changes to the smart contract require an amendment to the articles reflecting the new identifier.² Smart contract migrations are common, and forgetting this step leaves the state record out of sync with the live code.

Filing, Fees, and Timing

Articles of Organization go to the Wyoming Secretary of State. Online filings through the WyoBiz portal become active immediately; paper filings mailed to Cheyenne take longer depending on office volume.⁶

The initial filing fee is $100.⁷ Online payments carry a 2.4% processing fee (minimum $1).⁸ Once the filing is accepted, the Secretary of State issues a Certificate of Organization. Keep it. You will need it to open bank accounts, file taxes, and respond to legal inquiries.

Member-Managed or Algorithmically Managed

The articles have to declare one of two management types. In a member-managed DAO, human members vote on decisions, as in a conventional LLC. In an algorithmically managed DAO, decision-making is delegated to the smart contract, which executes functions based on its coded rules without constant human intervention. If the filing is silent, the DAO is presumed member-managed.¹

The choice has teeth. In an algorithmically managed DAO, legal management authority rests with the smart contract itself, which means the quality and security of that code become the governance system. Bugs become policy.

How the Articles, Operating Agreement, and Smart Contract Fit Together

The articles of organization and the smart contracts together govern the DAO’s core operations: member relations, voting, distributions, membership transfers, withdrawal procedures, dispute resolution, and the process for updating the smart contracts themselves.² An operating agreement can supplement them on anything they don’t already cover, and under 2022 amendments a smart contract can itself serve as the operating agreement.⁹

When they contradict each other, Wyoming law sets a specific order. The smart contract overrides conflicting provisions in the articles of organization, with two narrow exceptions: the DAO status declaration and notice of restrictions, and the baseline requirements for the articles themselves. For everything else, the code wins. The articles, in turn, override any conflicting operating agreement provisions.² The practical takeaway is simple and uncomfortable: on most issues, if the code and your paperwork disagree, the code controls.

Fiduciary Duties Can Be Reduced or Eliminated

Standard LLCs owe members and managers duties of loyalty and care that are difficult to waive. The DAO supplement expressly allows the governing documents to define, reduce, or eliminate fiduciary duties altogether.² That flexibility fits an algorithmically governed system where no single person controls outcomes, but it also means a member who gets shortchanged by a bad smart contract execution may have limited recourse against the others. Anyone joining a Wyoming DAO should read the Notice of Restrictions before buying in.

Ongoing Compliance

A DAO files an annual report with the Secretary of State, due on the first day of the anniversary month of formation. A DAO formed on September 15 owes its report by September 1 of each following year.⁸ The fee is based on the value of the DAO’s in-state assets. Missing the report can trigger administrative dissolution.

On top of that, every change to the smart contract requires an amendment to the Articles of Organization showing the new publicly available identifier.² For projects that iterate frequently, keeping the state record in sync with on-chain reality is a recurring obligation, not a one-time task.

What Dissolves a Wyoming DAO

Dissolution happens on any of several triggers:¹⁰

The duration set in the articles expires.
A majority of members vote to dissolve.
An event specified in the articles, operating agreement, or smart contract occurs.
The DAO approves no proposals and takes no actions for 12 consecutive months.
The DAO no longer serves a lawful purpose, or no longer has at least one natural person in control.
Every member withdraws under the withdrawal provisions.

The 12-month inactivity trigger catches people off guard. A dormant DAO — no votes, no proposals, no on-chain activity — can dissolve by operation of law. Once a trigger fires, the organizer files a Statement of Intent to Dissolve with the Secretary of State for a $60 fee, with processing up to 15 business days.¹⁰ An interested party may also petition a court for dissolution once a triggering event has occurred.

Federal Issues Wyoming’s Filing Does Not Resolve

State recognition is only part of the picture. A domestic multi-member LLC is treated by the IRS as a partnership by default unless it files Form 8832 to elect a different classification. Partnership treatment means the DAO itself pays no income tax but files an informational return (Form 1065), with each member reporting their share of income on their personal return. For DAOs with pseudonymous members, collecting the tax information needed for those filings is a practical problem organizers should think through early. A single-member DAO defaults to “disregarded entity” status, flowing income and expenses through to the sole member’s own return.¹¹

If the DAO issues governance tokens that members buy with an expectation of profit from the efforts of organizers or developers, those tokens may qualify as investment contracts under the SEC’s Howey test.¹² A truly decentralized network with no central promoter is less likely to trigger securities classification, but most early-stage DAOs have identifiable founders doing the work. Legal counsel familiar with digital asset regulation is worth the expense before any token sale.

One federal filing you can skip: as of March 2025, all entities formed in the United States are exempt from FinCEN’s Beneficial Ownership Information reporting requirement. Only entities formed under foreign law and registered to do business in a U.S. state have to file. A Wyoming-formed DAO does not.¹³

Is a DAO LLC Even the Right Structure?

In 2024, Wyoming added a second framework: the Decentralized Unincorporated Nonprofit Association (DUNA), effective July 1, 2024. The DUNA is built for nonprofit, community-driven projects — protocol governance bodies, open-source development collectives, coordination-focused groups — rather than profit-seeking ventures. The DAO LLC supplement fits organizations that hold assets and distribute value to members; the DUNA may suit projects where coordination, not profit, is the point. Legal protections, tax treatment, and operational flexibility differ between the two, so weigh both before filing.

1
Justia. Wyoming Code 17-31-104 – Definition and Election of Decentralized Autonomous Organization Status
2
Wyoming Secretary of State. Wyoming Decentralized Autonomous Organization Supplement
3
Wyoming Legislature. SF0038 – Decentralized Autonomous Organizations
4
Wyoming Secretary of State. Decentralized Autonomous Organization Limited Liability Company Articles of Organization
5
Wyoming Secretary of State Business Division. Decentralized Autonomous Organization (DAO) Frequently Asked Questions
6
Wyoming Secretary of State. Business Entities FAQs
7
Wyoming Secretary of State. Wyoming Secretary of State Business Division Filing Fee Schedule
8
Wyoming Secretary of State. Annual Report Online Filing
9
Wyoming Legislature. SF0068 – Decentralized Autonomous Organizations-Amendments
10
Wyoming Secretary of State. Decentralized Autonomous Organization Limited Liability Company Statement of Intent to Dissolve
11
Internal Revenue Service. Limited Liability Company – Possible Repercussions
12
U.S. Securities and Exchange Commission. Framework for Investment Contract Analysis of Digital Assets
13
FinCEN.gov. Beneficial Ownership Information Reporting