Wyoming Decentralized Autonomous Organization Supplement

The statute defines a decentralized autonomous organization as a limited liability company organized under Chapter 31. A Wyoming LLC may convert to DAO status by amending its articles of organization to include the required DAO statement and the information required for DAO articles. The statute also preserves the general LLC framework for companies that do not elect DAO status.

A Wyoming DAO’s registered name must include wording or an abbreviation showing its DAO status, including “DAO,” “LAO,” or “DAO LLC.” The articles must state that the organization is a decentralized autonomous organization and include a publicly available identifier for any smart contract directly used to manage, facilitate, or operate the DAO. If the identifier is not provided with the filing, the filer has 30 days to provide it before the Secretary of State must dissolve the DAO.

The articles of organization and smart contracts govern core internal matters, including member relations, member rights and voting rights, transferability, withdrawal, distributions before dissolution, amendments, procedures for updating smart contracts, dispute resolution, and other aspects of the DAO. An operating agreement may supplement those matters and may itself be a smart contract.

The Supplement changes several default expectations that readers may associate with conventional LLCs. Unless the articles or operating agreement provide otherwise, DAO members do not owe fiduciary duties to the organization or other members, except for the implied contractual covenant of good faith and fair dealing. For voting, unless the governing materials provide otherwise, membership interests may be calculated by digital asset contributions, or each member receives one membership interest and one vote if members have not all contributed digital assets as a membership prerequisite.

The statute also limits separate inspection rights where relevant information is available on an open blockchain. In that circumstance, members and dissociated members have no separate right under W.S. 17-29-410 to inspect or copy DAO records, and the DAO has no obligation to furnish information about activities, financial condition, or other circumstances.

Wyoming enacted the original DAO Supplement as Chapter 162 of the 2021 Session Laws. The 2022 legislature amended definitions, management language, smart-contract revision procedures, information rights, membership and withdrawal rules, and dissolution provisions. A 2023 amendment defined “publicly available identifier” and added an article-amendment trigger when that identifier changes.

Dissolution can occur on several statutory triggers, including expiration of the stated duration, a majority member vote, events specified in smart contracts or governing documents, failure to approve proposals or take action for one year, loss of lawful purpose or natural-person control, or withdrawal of all members. The statute also states that the Wyoming Secretary of State may not issue a certificate of authority for a foreign decentralized autonomous organization.