Wyoming Decentralized Unincorporated Nonprofit Association Act

The statute defines a decentralized unincorporated nonprofit association as an unincorporated nonprofit association that meets statutory conditions, including a threshold of at least 100 members joined by mutual consent for a common nonprofit purpose. The act is not a securities, tax, money-transmission or consumer-protection safe harbor. Instead, it addresses entity status, internal governance, member and administrator roles, property, litigation capacity, records, indemnification, mergers, conversions and winding up.

For crypto and open-source networks, the most notable feature is the act’s recognition that organizational governance may be expressed through “governing principles.” Those principles can include agreements, consensus formation algorithms, smart contracts and enacted governance proposals. The statute also permits a DUNA to provide for governance, in whole or in part, through distributed ledger technology, including smart contracts.

• Separate entity treatment: A DUNA is treated as a legal entity separate from its members for contract and tort rights, duties and liabilities.
• Member liability limits: Members and administrators are not liable for a DUNA’s contract or tort obligation merely because of their status or participation in management.
• Nonprofit purpose: A DUNA may conduct profit-making activity, but profits must be used for, or set aside for, the common nonprofit purpose, and dividends or profit distributions are generally prohibited.
• Property and court capacity: A DUNA may hold and transfer real or personal property and may sue, defend or participate in judicial, administrative, arbitration or mediation proceedings in its own name.
• On-chain governance: Governing principles may specify voting procedures, smart contracts, consensus mechanisms and whether distributed ledger technology is public, private, immutable or changeable.

The act does not require every DUNA to have an administrator. Where administrators are selected, their rights and duties are established through the authority granted to act. Unless the governing principles provide otherwise, several major actions require approval of a majority of membership interests participating in a vote, including selecting or dismissing administrators, amending governing principles, disposing of property, dissolving the association and determining the association’s policy or purpose.

Members generally do not have fiduciary duties to the DUNA or to other members solely by being members, but the statute subjects members to the implied contractual covenant of good faith and fair dealing. The act also allows membership interests to be transferable unless governing principles provide otherwise.

A DUNA may appoint an agent for service of process with the Wyoming secretary of state. Members and administrators may request electronic records related to the DUNA’s activities, financial condition and other material circumstances, subject to statutory limits. If the information is already available to the requester on decentralized ledger technology, the DUNA is not obligated to provide duplicative records. The statute also permits reasonable confidentiality and safeguarding restrictions.

As of June 9, 2026, the DUNA Act is effective in Wyoming. Editors should note that 2026 Senate File 22, enacted as a separate amendment bill, takes effect on July 1, 2026. That measure amends the DUNA framework by conforming terminology, adding automatic conversion language for DUNAs that fall below the 100-member threshold and revising winding-up provisions, among other changes. This profile should be reviewed after July 1, 2026, to align with the operative amended text.