Wyoming DAO LLC: what the statute says, section by section

What a Wyoming DAO LLC is

The Wyoming Decentralized Autonomous Organization Supplement is Title 17, Chapter 31 of the Wyoming Statutes, W.S. 17-31-101 through 17-31-116. It was created by Senate File 38 of 2021 ("Decentralized autonomous organizations", Senate Enrolled Act 73, Laws 2021, ch. 162, signed 21 April 2021, effective 1 July 2021) and rewritten in part by Senate File 68 of 2022 ("Decentralized autonomous organizations-amendments", Senate Enrolled Act 16, Laws 2022, ch. 36, signed and effective 9 March 2022). The compiled text marks the provisions the 2022 act deleted as "Repealed by Laws 2022, ch. 36, § 2".

• It is an LLC, not a new entity type. 17-31-102(a)(ii): '"Decentralized autonomous organization" means a limited liability company organized under this chapter'. 17-31-104(a): 'A decentralized autonomous organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized autonomous organization as described in subsection (c) of this section.'
• The LLC Act fills the gaps. 17-31-103(a): 'The Wyoming Limited Liability Company Act applies to decentralized autonomous organizations to the extent not inconsistent with the provisions of this chapter'. Subsection (b) adds that the chapter 'does not repeal or modify any statute or rule of law' applying to an LLC that 'does not elect to become a decentralized autonomous organization'.
• The smart contract is code, not a person. 17-31-102(a)(ix): '"Smart contract" means an automated transaction, as defined in W.S. 40-21-102(a)(ii), or any substantially similar analogue, or code, script or programming language relying on a blockchain which may include taking custody of and transferring an asset, administrating membership interest votes with respect to a decentralized autonomous organization or issuing executable instructions for these actions, based on the occurrence or nonoccurrence of specified conditions'. Its address is the 'publicly available identifier', which 'may include a uniform resource locator, contract address or other similar reference' (17-31-102(a)(x)).
• Membership interest. 17-31-102(a)(vi): 'a member's ownership right in a decentralized autonomous organization, which may be determined by the organization's articles of organization or operating agreement or ascertainable from a blockchain on which the organization relies to determine a member's ownership right'. It 'may also be characterized as either a digital security or a digital consumer asset as defined in W.S. 34-29-101, if designated as such' in the articles or operating agreement.
• Members are shielded like any LLC's. Because the LLC Act applies, W.S. 17-29-304(a) governs: the debts, obligations or other liabilities of the company, 'whether arising in contract, tort or otherwise', 'are solely the debts, obligations or other liabilities of the company' and 'do not become the debts, obligations or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager'. A court may impose liability only on 'fraud; inadequate capitalization; failure to observe company formalities as required by law; and intermingling of assets', and 'no one (1) of which, except fraud, is sufficient' (17-29-304(c)). The liability side is developed in our liability guide.

How one is formed

• Who and how. 17-31-105(a): 'Any person may form a decentralized autonomous organization which shall have one (1) or more members by signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the decentralized autonomous organization need not be a member of the organization.'
• Registered agent, always. 17-31-105(b): 'Each decentralized autonomous organization shall have and continuously maintain in this state a registered agent as provided in W.S. 17-28-101 through 17-28-111.' Under 17-28-101(a) that means a registered office 'located at a street address in Wyoming which shall be a physical location' where the agent 'can accept service of process' and 'is physically present', and a registered agent who is either 'an individual who is at least eighteen (18) years of age, resides in this state and whose business office is identical with the registered office' or a domestic or authorized foreign business entity with an office there and a written agency agreement for service of process.
• Any lawful purpose, profit or not. 17-31-105(c): 'A decentralized autonomous organization may form and operate for any lawful purpose, regardless of whether for profit.'
• Conversion of an existing LLC. 17-31-104(b): an LLC formed under the LLC Act 'may convert to a decentralized autonomous organization by amending its articles of organization to include the statement required by subsections (a) and (c) of this section and W.S. 17-31-106'.
• Thirty days to publish the smart-contract identifier. 17-31-105(e), added in 2022: if the articles do not include the identifier required by 17-31-106(b), 'the person filing shall have thirty (30) days to provide the publicly available identifier to the secretary of state. If the publicly available identifier is not provided within thirty (30) days, the secretary of state shall dissolve the decentralized autonomous organization.'
• No foreign DAOs. 17-31-116: 'The secretary of state shall not issue a certificate of authority for a foreign decentralized autonomous organization.'

Name, notice and articles of organization

Name. 17-31-104(d): 'The registered name for a decentralized autonomous organization shall include wording or abbreviation to denote its status as a decentralized autonomous organization, specifically "DAO", "LAO", or "DAO LLC."' The 2021 act had defined "LAO" as '"Limited liability autonomous organization" or "LAO" means a decentralized autonomous organization' (former 17-31-102(a)(iv)); the 2022 act repealed the definition but kept the word in the list of permitted name markers.

The mandatory notice. 17-31-104(c) requires that 'a statement in substantially the following form shall appear conspicuously in the articles of organization or operating agreement, if applicable':

NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS
'The rights of members in a decentralized autonomous organization may differ materially from the rights of members in other limited liability companies. The Wyoming Decentralized Autonomous Organization Supplement, underlying smart contracts, articles of organization and operating agreement, if applicable, of a decentralized autonomous organization may define, reduce or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions and dissolution of the decentralized autonomous organization.'

What the articles must contain. 17-31-106(a): the DAO statement under 17-31-104 plus 'the matters required by W.S. 17-29-201', which for any Wyoming LLC are 'the name of the limited liability company' and 'the street address of the limited liability company's initial registered office and the name of its initial registered agent at that office' (17-29-201(b)), accompanied by 'a written consent to appointment signed by the registered agent' (17-29-201(c)). 17-31-106(b): 'a publicly available identifier of any smart contract directly used to manage, facilitate or operate the decentralized autonomous organization'. 17-31-104(e): 'A statement in the articles of organization shall establish how the decentralized autonomous organization shall be managed by the members, including to what extent the management will be conducted algorithmically.'

What the articles and smart contracts govern. 17-31-106(c): 'Except as otherwise provided in this chapter, the articles of organization and the smart contracts for a decentralized autonomous organization shall govern all of the following': relations among members and with the DAO; rights and duties of members; activities and their conduct; means of amending the operating agreement; 'rights and voting rights of members'; 'transferability of membership interests'; 'withdrawal of membership'; 'distributions to members prior to dissolution'; amendment of the articles; 'procedures for updating, modifying or otherwise revising the organization's smart contracts'; 'dispute resolution'; and 'all other aspects of the decentralized autonomous organization'.

Operating agreement and hierarchy. 17-31-108: where the articles or smart contract do not provide for a matter, 'the obligations, rights and duties of the members and operation of a decentralized autonomous organization may be supplemented by an operating agreement. An operating agreement may be a smart contract.' 17-31-115 orders the three documents: 'Where the underlying articles of organization and operating agreement are in conflict, the articles of organization shall preempt any conflicting provisions. Where the underlying articles of organization and smart contract are in conflict, the smart contract shall preempt any conflicting provisions of the articles of organization, except as it relates to W.S. 17-31-104 and 17-31-106(a) and (b).' In other words, code beats paper — except on the DAO statement, the notice, the name, the management statement and the smart-contract identifier.

Mandatory amendments. 17-31-107(a): the articles 'shall be amended when' the name changes, 'there is a false or erroneous statement in the articles', 'the decentralized autonomous organization's smart contracts have been updated or changed', or 'the publicly available identifier has changed'.

Algorithmically managed vs. member managed

This is where the 2022 amendment matters most, and where most secondary sources still describe the 2021 text.

Read together, the current text no longer recognizes a DAO managed only by code: management is the members', with smart contracts as a co-manager to the extent the articles say; the code must remain upgradeable; and losing control by every natural person is a ground for dissolution. The binary "algorithmically managed DAO" exists in the 2021 act and in commentary written about it, not in the statute in force.

Fiduciary duties, information and voting

• No fiduciary duties by default. 17-31-110: 'Unless otherwise provided for in the articles of organization or operating agreement, no member of a decentralized autonomous organization shall have any fiduciary duty to the organization or any member except that the members shall be subject to the implied contractual covenant of good faith and fair dealing.' The notice in 17-31-104(c) exists to warn of exactly this.
• No separate right to information if it is on-chain. 17-31-112: 'To the extent the information is available on an open blockchain, members and dissociated members shall have no right under W.S. 17-29-410 to separately inspect or copy records of a decentralized autonomous organization and the organization shall have no obligation to furnish any information to members or dissociated members concerning the organization's activities, financial condition or other circumstances.' An 'open blockchain' is one 'that is publicly accessible and its ledger of transactions is transparent' (17-31-102(a)(vii)).
• Voting weight. 17-31-111(a), 'unless otherwise provided for in the articles of organization, smart contract or operating agreement': membership interests 'shall be calculated by dividing a member's contribution of digital assets to the organization by the total amount of digital assets contributed to the organization at the time of a vote'; or, 'if all members have not contributed digital assets to an organization as a prerequisite to becoming a member, each member shall possess one (1) membership interest and be entitled to one (1) vote'. A 'majority of the members' is 'more than fifty percent (50%) of the membership interests eligible to participate in a vote' or whatever the articles or operating agreement require (17-31-102(a)(v)).
• Joining and leaving. 17-31-113(a): a member 'may only withdraw from a decentralized autonomous organization in accordance with the terms set forth in the articles of organization, the smart contracts or the operating agreement'. (c): unless those documents provide otherwise, 'a withdrawn member forfeits all membership interests in the decentralized autonomous organization, including any governance or economic rights'. (d), added in 2022: if the documents are silent, a person 'shall be considered a member if the person purchases or otherwise assumes a right of ownership of a membership interest or other property that confers upon the person a voting or economic right', and ceases to be one when they transfer, sell or alienate all such interests 'and retains no further right of ownership therein'.

Limits: what the statute requires or rules out

1. Every smart contract must be upgradeable — 'shall be capable of being updated, modified or otherwise upgraded' (17-31-109). An immutable contract cannot be the DAO's management layer.
2. The smart contract must be publicly identified in the articles (17-31-106(b)); missing it for thirty days means dissolution by the secretary of state (17-31-105(e)); changing it requires amending the articles (17-31-107(a)(iii), (iv)).
3. At least one natural person must remain in control, otherwise dissolution (17-31-114(a)(v)).
4. A registered agent at a physical Wyoming address is mandatory and continuous (17-31-105(b), 17-28-101(a)).
5. The name must say DAO, LAO or DAO LLC, and the articles must carry the notice (17-31-104(c), (d)).
6. No foreign DAO may obtain a certificate of authority in Wyoming (17-31-116).
7. A member cannot force dissolution to recover capital: 'A member of a decentralized autonomous organization may not have the organization dissolved for a failure to return the members' contribution to capital' (17-31-113(b)).
8. Inactivity is fatal: a DAO that 'has failed to approve any proposals or take any actions for a period of one (1) year' shall be dissolved (17-31-114(a)(iv)).
9. The chapter does not require identifying members. Nothing in 17-31-101 to 17-31-116 conditions formation or registration on knowing who holds each interest; 17-31-112 goes the other way for on-chain information. Whether other Wyoming or federal rules (anti-money-laundering, securities, tax) reach a given DAO is outside this chapter and we did not verify it for this guide.

Known criticism that we can source: in Chequeado's explainer of 5 June 2026 on the Argentine bill, lawyer and UBA lecturer Pablo Serdán argued that identifying owners is precisely what these structures are built to avoid, and pointed to Wyoming's 2021 experience as a cautionary example (Chequeado, 5 Jun 2026). We did not verify other critiques of the Wyoming statute today and therefore do not repeat them.

Dissolution

17-31-114(a): a DAO 'shall be dissolved upon the occurrence of any of the following events':

1. 'The period fixed for the duration of the organization expires;'
2. 'By vote of the majority of the members of a decentralized autonomous organization;'
3. 'At the time or upon the occurrence of events specified in the underlying smart contracts or as specified in the articles of organization or operating agreement;'
4. 'The decentralized autonomous organization has failed to approve any proposals or take any actions for a period of one (1) year;'
5. 'The decentralized autonomous organization no longer performs a lawful purpose or is no longer under the control of at least one (1) natural person;'
6. 'Where all members of the decentralized autonomous organization have withdrawn in accordance with W.S. 17-31-113.'

Then, 'as soon as possible', the DAO 'shall execute a statement of intent to dissolve in the form prescribed by the secretary of state' (17-31-114(b)), and 'any interested party may petition a court of competent jurisdiction for dissolution' on any of those grounds, in which case 'the court shall enter an order dissolving the decentralized autonomous organization' (17-31-114(c), added in 2022). Note what is not on the list: a failure of the code itself. Argentina's bill, by contrast, makes 'the supervening and irreversible technical impossibility of executing the main protocol' a dissolution event (art. 265, our translation — see below).

The 2024 DUNA (W.S. 17-32)

Three years after the DAO LLC, Wyoming added a second vehicle: the Wyoming Decentralized Unincorporated Nonprofit Association Act, Title 17, Chapter 32 (W.S. 17-32-101 through 17-32-129), enacted by Senate File 50 of 2024 ("Unincorporated nonprofit DAO's", Senate Enrolled Act 23, Laws 2024, ch. 50, signed 7 March 2024, effective 1 July 2024). The compilation we read already shows a 2026 amendment (17-32-102(a)(ii) 'Repealed by Laws 2026, ch. 25, § 2'). What the text says:

• Not an LLC; an association of at least 100 members. 17-32-102(a)(iii): a DUNA 'consists of at least one hundred (100) members joined by mutual consent under an agreement, that may be in writing or inferred from conduct, for a common nonprofit purpose', 'has elected to be formed under this act' and 'is not formed under any other law'.
• Nonprofit, but it may make money. 17-32-104(a): it 'may engage in profit-making activities, but profits from any activities shall be used in furtherance of, or set aside for, the decentralized unincorporated nonprofit association's common nonprofit purpose'; it 'may not pay dividends or distribute any part of its income or profits to its members or administrators' (17-32-104(b)), though it may 'pay reasonable compensation or reimburse reasonable expenses' (17-32-104(c)(i)).
• Separate legal entity; members shielded. 17-32-107(a): 'a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort'; a person 'is not liable for a breach of' its contract or 'for a tortious act or omission for which' it is liable 'merely because the person is a member' or administrator (17-32-107(b), (c)). 'A judgment or order against a decentralized unincorporated nonprofit association is not by itself a judgment or order against a member or administrator' (17-32-109).
• Code as governance, by design. 'Governing principles' include 'consensus formation algorithms, smart contracts or enacted governance proposals' (17-32-102(a)(vii)); a DUNA 'may provide for its governance, in whole or in part, through distributed ledger technology, including smart contracts' (17-32-121(a)).
• Same duty rule as the DAO LLC. 17-32-117: a member 'shall not have any fiduciary duty' to the association or other members 'solely by reason of being a member', but 'all members shall be subject to the implied contractual covenant of good faith and fair dealing'. A member 'is not an agent' of the DUNA solely by being a member (17-32-118(a)).

We did not review the DUNA's filing mechanics, tax treatment or the rest of its 29 sections for this guide; the Act is cited here only to place it next to the DAO LLC.

Wyoming DAO LLC vs. the Argentine bill

The Argentine bill for a new General Companies Law (file PE-193/26, Senate committee, no committee vote as of our last tracker update — see the tracker) has two figures people compare with Wyoming: the DAO ('Sociedad Descentralizada Autónoma Operativa', arts. 258-265) and the automated company ('Sociedad Automatizada', arts. 14 and 102). Argentine quotations below are the ones this site transcribed from the file on 10 and 17 Sep 2026 (our translation); nothing is added to them here.

The pattern the table shows is the one our liability guide describes: Wyoming regulates who owns and governs and lets the parties switch duties off; the Argentine bill regulates who answers — a human representative for the DAO, a personal duty of configuration and supervision for directors of an automated company, and owner traceability as a condition of registration. Neither copies the other. The six-vehicle table with Tennessee and Utah is in the comparison; Argentine terms are in the glossary.