What Is a Wyoming DAO LLC?

In 2021, Wyoming became the first US state to let a company legally declare itself a DAO. It's not a separate entity type — it's a standard Wyoming LLC with a specific statement added to its Articles of Organization. Here's what that statement actually gets you, what it doesn't, and how it stacks up against the other ways to wrap a DAO.

A Wyoming DAO LLC is exactly what it sounds like: a limited liability company, formed under ordinary Wyoming LLC law, that has additionally elected — in its Articles of Organization — to be governed as a decentralized autonomous organization. It was created by Senate File 38, signed by Governor Mark Gordon and effective July 1, 2021, making Wyoming the first US state (and one of the first jurisdictions anywhere) to give DAOs explicit legal recognition. It is not the only option for wrapping a DAO in a legal entity, and depending on what you're building, it may not even be the best one.

What actually makes an LLC a "DAO LLC"

Filing as a DAO LLC in Wyoming requires three specific things in your Articles of Organization, under Title 17, Chapter 31 of the Wyoming Statutes:

1. A statement that the entity is a decentralized autonomous organization.
2. A statement of how it's managed — by members, algorithmically, or (since a 2022 clarification) some mix of both. The original 2021 law treated this as a binary choice; the amendment clarified that a DAO can vary in the extent to which it's one or the other.
3. If smart contracts are used to manage or operate the DAO, a publicly available identifier (the contract address) for each one. Miss this at filing and you get a 30-day grace period to amend — after that, the DAO is administratively dissolved.

The name itself must contain "DAO" or "LAO." And a handful of default rules only apply to DAO LLCs, not ordinary Wyoming LLCs: a DAO LLC cannot be manager-managed (only member-managed or algorithmically managed), fiduciary duties between members are waived by default rather than by explicit opt-out, members can't demand a books-and-records disclosure for information that's already sitting on an open blockchain, and — this is the one that trips people up — a DAO LLC with no member action for a full year is administratively dissolved automatically.

Fully algorithmic management isn't actually allowed anymore. A 2022 amendment (Senate File 68, effective March 9, 2022) added a requirement that at least one natural person remain in ultimate control, closing a gap in the original statute and functioning as a backstop if a smart contract stalls or breaks. The same amendment clarified that a smart contract can itself serve as the operating agreement, and cleaned up definitions around membership and dissociation that the original bill left vague.

What it costs — and it's not a separate fee

There's no premium for DAO LLC status. The Wyoming Secretary of State charges the same $100 Articles of Organization filing fee whether or not you check the DAO box, plus the same minimum $60/year license tax. Through Otonomos, a configured Wyoming LLC starter package runs $485 — $100 government fee, $169 incorporation service, $216/year for registered agent and local address. Otonomos doesn't sell "DAO LLC" as a separate product line; it's a legal structuring election added to the standard Wyoming LLC filing, which Otonomos can draft into your Articles and operating agreement as part of the same setup.

Does anyone actually use this?

Yes, though "how many" is genuinely hard to pin down — Wyoming doesn't publish an ongoing official count. The best available figure is roughly 500 DAO LLCs on the books as of October 2022, per a Denver Law "Race to the Bottom" blog post citing a live search of the Secretary of State's business registry — a snapshot, not a current statistic.

The most-cited real example is CityDAO, which used a Wyoming DAO LLC in July 2021 to become the first DAO to legally own land — about 40 acres in Wyoming, after raising roughly $8.5 million from over 5,000 contributors. It wound down in May 2024, returning $3.076 million to 4,808 addresses — a governance and execution failure rather than a legal one, but a useful reminder that the legal wrapper doesn't solve the coordination problem underneath it. Separately, American CryptoFed DAO registered as a Wyoming DAO LLC and filed a Form 10 with the SEC in September 2021, an early and closely-watched attempt to combine DAO LLC status with federal securities registration.

Where the model actually runs into trouble

The strongest criticism came from crypto lawyer Gabriel Shapiro (MetaLeX), writing that the statute front-loads burdens that make DAO LLC status less attractive than just running an ordinary LLC alongside a smart contract informally: mandatory public disclosure of contract addresses, the one-year forced-dissolution trap, no manager-managed option, and fiduciary duties waived by default rather than by explicit, informed election — which he argues is backwards, since members should see the tradeoff in writing before losing the protection, not have it disappear by statutory default. He also flags the underlying definition as hollow: under the statute, a DAO is simply any LLC whose Articles say it's a DAO — no actual decentralization, blockchain use, or smart contract is required to qualify.

The Race to the Bottom analysis adds a structural gap: "public identifier" is never defined with any enforceable standard, and it's genuinely unclear whether a DAO must use this statute instead of an ordinary LLC — an ambiguity that creates real litigation risk around whether limited-liability protection actually holds. And there's a practical friction that shows up before any of the legal questions do: DAO LLC members aren't named in Wyoming's public filings, which sounds like a privacy feature until it collides with the beneficial-ownership disclosure that banks and exchanges require under US AML rules. Pseudonymous token-holder membership and KYC-driven banking don't mix cleanly, whatever the statute says.

Wyoming DAO LLC vs. the other three ways to wrap a DAO

One useful way to think about the US-connection tradeoff: a Wyoming entity sits inside the American court system, with developed LLC case law and judges, counsel, and counterparties who already know how to apply it. If your contributors, your bank, and your counterparties are American, you likely end up in a US court regardless of where you incorporated — the chartering jurisdiction is a passport, not a force field. Offshore options trade that legal familiarity for distance from US litigation and tax exposure, at the cost of heavier banking friction (most acutely for the Marshall Islands, which relies on a single mandated registered agent rather than a competitive market).

Not to be confused with: Wyoming's 2024 DUNA

Wyoming passed a second, entirely different DAO-related statute in 2024 — the Decentralized Unincorporated Nonprofit Association (DUNA) Act, signed March 7 and effective July 1, 2024. A DUNA is not an LLC at all; it's a nonprofit unincorporated association purpose-built for open-source, protocol-level DAOs that don't fit a for-profit LLC model. Otonomos sells this as its own product — a configured US-Wyoming (D)UNA package runs $2,720 — and it's worth choosing deliberately between the two rather than defaulting to whichever one you heard about first. As a rough rule: a Wyoming DAO LLC tends to fit investment or treasury-management DAOs with a US-facing membership better, while a DUNA or an offshore foundation (Cayman, Marshall Islands, or Switzerland) tends to fit public-goods and infrastructure protocols with a global, often pseudonymous contributor base better.

Getting started

Configure your Wyoming LLC to add the DAO election, or explore the Wyoming DUNA if a nonprofit protocol wrapper fits better. Not sure which one — or which jurisdiction entirely — actually fits your DAO? Book a free call with the Otonomos team.

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Sources

• Wyoming Legislature, Senate File 38 (2021), enrolled act
• Wyoming Secretary of State, Decentralized Autonomous Organizations FAQ
• Casetext, Wyoming Statutes Title 17, Chapter 31 — Decentralized Autonomous Organization Supplement
• Wyoming Legislature, Senate File 68 (2022) — DAO amendments
• The Race to the Bottom (Denver Law), Driving Innovation: Opportunities for Wyoming's DAO LLC Statute
• Gabriel Shapiro & Sydney Abualy (MetaLeX), Wyoming's Legal DAO-saster
• DAO Times, The Story of CityDAO
• MIDAO, The Rise and Fall of CityDAO: Lessons in DAO Lifecycle Management
• SEC, American CryptoFed DAO, Form 10 Registration Statement
• CoinDesk, Wyoming Grants DAOs New Legal Structure (DUNA)
• Cayman Finance, Cayman Islands Emerges as Global Hub for Web3 Foundations
• CoinDesk, Marshall Islands Further Strengthens Law That Made DAOs Legal Entities
• Dustin Slade Law, Wyoming vs. Marshall Islands DAO LLC
• Otonomos, live order pages for US - Wyoming LLC and US - Wyoming (D)UNA (pricing checked August 2026)