In April of 2021, Senate Bill 38 was signed in and meant that as of July 1, 2021, Wyoming will now allow DAO (Decentralized Autonomous Organization) LLCs to be formed there. That decision made them the first US state to recognize the legal status of DOAs.
Forming a DAO LLC in Wyoming isn’t hugely different from forming any other type of LLC (Limited Liability Company), so today we’re going to guide you step-by-step through the process, including a few key differences.
How to Form a DAO LLC in Wyoming Step-by-Step
To form a DAO LLC in Wyoming you need to file your Articles of Organization, which are basic legal documents necessary when forming any LLC at a state level. This must include:
● Name of your organization
● Name and physical address of your registered agent (must be in Wyoming)
● Mailing address of your organization (can be anywhere)
● Principle office address
● A signature and date by an organizer, plus print name
● Details of a contact person, daytime phone number, and email
Do I need a registered agent?
If you do not live or operate physically in Wyoming, you’ll need a registered agent. This is someone (or a business) who will be the primary contact for any legal matters in Wyoming.
Do I need to file by mail or can I do it online?
You can file your Articles of Organization by mail or online. In general, online is easiest, but there are a few circumstances where you have to file via mail. You must file by mail if:
● Your DAO LLC name starts with “A” followed by a space (i.e. A Big Challenge DAO LLC)
● Your DAO LLC name includes “an”, “and”, “&”, or “the” (i.e. The Big Challenge DAO LLC)
● Your DAO LLC name includes any special characters such as ! @ $ /, etc. (i.e. Big Challenge! DAO LLC) note that the following are not considered special characters: . , ‘ (this is punctuation, so you can still file online)
Your DAO LLC Name
Your name can be almost anything you like, provided it’s not too similar to another company registered in Wyoming, but it needs to include a designator in the name. You can choose from any of the following:
● DAO LC
● DAO L.C.
● DAO LLC (this is the most popular, and what we recommend)
● DAO L.L.C.
● DAO Limited Liability Co.
● DAO Limited Liability Company
Alternatively, you can use “LAO” or “Decentralized Autonomous Organization” in place of DAO.
How to File Your DAO LLC Articles of Organization By Mail
- Download the DAO Articles of Organization specific-form
- Print the form out
- Fill out your DAO’s name
- Fill out the details of your registered agent
- Add your preferred mailing address for the organization
- Add your “office” address (this can be a home address, virtual address, or office address anywhere in the world)
- Write the URL or Hex of your smart contract(s) in the “Public Identifier” box
- Tick yes or no for the “Notice of Restrictions of Duties and Transfers” box (this whether you intend to include that statement here or in your Operating Agreement – if “No”, enter the notice, you can see an example of what to write in-between step 18 and 19 of “how to file online” below)
- Tick the corresponding box for how your DAO will be managed
- Tick the terms, sign, and enter your details
- If using a registered agent, ask them to fill out (or sign) the “Consent to Appointment by Registered Agent” form
- Write a check or money order for $100, payable to “Wyoming Secretary of State”
How to File Your DAO LLC Articles of Organization Online
- Click here to go to the Wyoming Business Center (though we recommend you continue to read this article through completely before returning to take these steps)
- Click “Start Now”
- Select “Limited Liability Company (Domestic)” in the Business Entity Type drop-down menu
- Check the box to agree with their terms
- Click “Next”
- Enter your business name (you need to do this twice)
- Select “Decentralized Autonomous Organization”
- Click “Next”
- From the Period of Duration drop-down menu, select “Perpetual” unless you plan for it to only exist for a short time, in which case select “Expires” and then define when you want it to expire
- In the Delayed Effective Date box, write the date you’d like your DAO to start, otherwise, leave it blank
- Next, define your registered agent
How to Define Your Registered Agent
If they are an individual: enter their name, address, phone number, and email in the “Enter Agent Information” section.
If you’ve hired a Wyoming registered agent company: enter their company name in the “Search for a Registered Agent” “Organization” box, and then click “Search”. Select them when they appear.
- Agree to the terms and press “Next”
- Enter your DAO LLC office address (this can be your home address, virtual mailbox/virtual office address, or a real office address anywhere in the world)
- Enter your phone number (this can be any number, but it must be a US phone number – if you don’t want to enter a phone number, you can enter: 307-555-1212 which is essentially a code that tells them you don’t have one)
- Enter your email address (you can add multiple by using a ; to list them)
- Enter your DAO LLC mailing address (this can be the same as your “office” address)
- Click “Next”
- Enter the name of the organizer and click “Add”, then click “Next” (this person is not automatically a member)
You need to provide 3 statements in your Articles of Organization. This includes:
● A statement declaring your LLC as a DAO (example: “This entity is a decentralized autonomous organization.”)
● A public identifier of any smart contract you’ll use to operate, facilitate, or manage the DAO (example: “The smart contract used to manage this DAO is [URL or Hex].”)
● A “Notice of Restrictions on Duties and Transfers”, or a statement declaring that this will be included in your Operating Agreement
An example you can use for your “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 Supplement, Articles of Organization, Smart Contracts, and Operating Agreement of a DAO LLC may reduce, eliminate, or define fiduciary duties or restrict the transfer of ownership, withdrawal, or resignation from the DAO, as well as the return of capital contributions and dissolution of the DAO.
- Add these statements to the form and then click “Add”
- Review all the information you’ve entered and if it all looks good, click “Continue”
- Read through the terms and conditions and tick the boxes
- Check the appropriate box to define whether the filer is an “Individual” or an “Organization” (i.e. if you are doing it following this guide, or if you paid another company to do it for you)
- Enter your information again and then click “Next”
- Click “Start Payment Process” to pay the fee ($102 total)
- Once the payment is processed, download the receipt and registration PDFs. The “Registration” PDF includes your Articles of Organization and the Certificate of Organization.
Done! Your DAO LLC is now registered and if you didn’t select a commencement date, it now exists and you are ready to move forward.