Decentralized Autonomous Organization LLCs now recognized in Wyoming
Senate Bill 38 was signed into law by the Wyoming Governor in April 2021.
Effective July 1, 2021, Wyoming recognizes DAO LLCs and allows them to be formed in the state. Wyoming is the first U.S. state to clarify the legal status of a Decentralized Autonomous Organization (DAO).
The way you form a DAO LLC is similar to forming a regular Limited Liability Company in Wyoming, with a few extra steps.
How to start a Wyoming DAO LLC
In order to start a DAO LLC in Wyoming, you must file your Articles of Organization with the Wyoming Secretary of State.
The Articles of Organization is the document that officially creates your DAO LLC in Wyoming.
File Articles of Organization (online or by mail)
You can file the Articles of Organization online or by mail.
We recommend filing online because it’s easier and faster. (Jump to the step-by-step instructions below)
However, you must file by mail if your DAO LLC name:
- starts with “A” followed by a space
- Ex: A Major Upgrade, DAO LLC
- includes “the”, “an”, “and”, or “&”
- Ex: Leo and Tigris DAO LLC
- includes special characters like – ! @ # $ % ^ * | / ()
- Ex: Girl $Gainz DAO LLC
Note: Periods (.), commas (,), and apostrophes (‘) are not considered special characters. Wyoming considers these to be punctuation, so you can use these in your LLC name and still file online.
File by Mail
To file by mail, download the DAO Articles of Organization. (You must use this DAO-specific form.)
Complete and mail the DAO Articles of Organization to the state. Include a check or money order for $100 payable to the “Wyoming Secretary of State”.
We recommend reading this entire page first, because the instructions below for online filing will help you fill out this form and provide valuable tips.
How much does a Wyoming DAO LLC Cost?
The filing fee for a Wyoming DAO LLC is $100. This is a one-time fee paid when you file the Articles of Organization.
And each year, your DAO LLC will need to file a Wyoming LLC Annual Report. This costs $60 per year.
Unless you have a Wyoming address, you’ll also need to hire a Wyoming Registered Agent.
If you’re going to file your DAO LLC yourself, we recommend Northwest Registered Agent ($125 per year).
How to file Wyoming DAO LLC Articles of Organization Online
Get started: Visit the Wyoming Business Center and click the “Start Now” button.
Choose a Business Entity Type: In the “Business Entity Type” drop down menu, select “Limited Liability Company (Domestic)”.
Note: You will specify that your LLC is a DAO later in the process.
I Attest That: Check off the box agreeing to the terms and click the “Next” button.
1. BUSINESS NAME
Business Entity Name:
Enter your desired DAO LLC name twice.
Select “Decentralized Autonomous Organization” and click “Next”.
How should I enter my DAO LLC name?
At the end of your LLC name, you must include “DAO” and an LLC designator (ending). This rule comes from Section 17-31-104 of the Wyoming Statutes.
Here is a list of the most commonly used designators for Wyoming DAO LLCs:
- DAO LC
- DAO L.C.
- DAO LLC (most popular)
- DAO L.L.C.
- DAO Limited Liability Co.
- DAO Limited Liability Company
Most people use DAO LLC, because it’s short and easy to understand.
For example, if your DAO name is “ApeChain”, enter your LLC name as “ApeChain DAO LLC”.
Note: Wyoming also allows you to use “LAO” (Limited Liability Autonomous Organization) or “Decentralized Autonomous Organization” instead of “DAO”. Most people choose “DAO”. If you use “LAO” or “Decentralized Autonomous Organization”, you still need to add “LLC” or another designator from the list after it.
Important: Your DAO LLC name must be distinguishable (unique) from all other companies in Wyoming. If it’s not distinguishable, the Secretary of State rejects your filing and doesn’t refund your filing fee. Review our Wyoming LLC Name lesson for information on distinguishability.
Period of Duration:
From the drop down menu, select how long you’d like your DAO LLC to remain in existence.
If you want your LLC to automatically shut down on a future date, select “expires” and enter that date below (ex: 01/01/2029).
Most filers choose to have a “Perpetual” existence for their DAO LLC. This means your company will remain open forever, unless the DAO chooses to shut down in the future.
Delayed Effective Date:
If you would like your DAO LLC to go into existence on the day it is approved by the Wyoming Secretary of State, leave this box blank.
However, if you want your DAO LLC to go into existence on a future date, enter that date in the box. The date cannot be more than 90 days ahead. And you can’t back-date the filing at all.
Pro Tip: If you’re forming your Wyoming DAO LLC in October, November, or December, and you don’t need your DAO LLC open right away, you can forward date your filing to January 1st of the next year. This will save you the hassle of filing taxes for those months with no activity. For more information, please see LLC effective date.
Tip: You have 3 options for who can be your DAO LLC’s Registered Agent in Wyoming. Please make sure you have read our Registered Agent lesson before proceeding. Your Registered Agent’s address must be a street address located in Wyoming.
If your Registered Agent is an individual:
Skip the “Search for a Registered Agent” section at the top and enter that person’s name, address, phone number, and email below (in the “Enter Agent Information” section). Then agree to the terms, and then click “Next” at the bottom.
If you’ve hired a Wyoming Registered Agent company:
In the “Search for a Registered Agent” section at the top, enter that company’s business name in the “Organization” box and click “Search”.
In the results that appear, click on their name once and their contact information will automatically be entered below. Then agree to the terms at the bottom and click “Next”.
Wyoming LLC Principal Address:
Enter your DAO LLC’s “office” address. This address can be an actual office address, but it doesn’t have to be.
The Wyoming LLC Principal Address can be:
- a home address
- a friend or family member’s address
- your Registered Agent’s address (if they allow this)
- a virtual office address
- a mailbox rental address
The Wyoming LLC Principal Address can be located:
- in Wyoming
- in any state in the US
- or in any country in the world
Your phone number can be:
- a cell phone number
- a home phone number
- an office phone number
- a VOIP phone number
- your Registered Agent’s phone number (if they allow this)
Note: Your LLC’s phone number can’t be an international number. You must list a US phone number.
Pro tip: If you don’t have a US phone number (or you just don’t want to list yours) you can enter 307-555-1212. It’s a “dummy” number that the Secretary of State allows people to use if they don’t have a phone number.
Wyoming LLC email address:
The email address you enter will be used by the state to send you Annual Report reminders. If you need to enter multiple email addresses, make sure to separate them with a semicolon. For example: “email@example.com; firstname.lastname@example.org; email@example.com”
Note: DAO LLCs must file an Annual Report in Wyoming, which costs $60 per year. Read more about this in our Wyoming LLC Annual Report lesson.
Wyoming LLC Mailing Address:
Enter your DAO LLC’s mailing address. This address can be the same as the Principal Address, but if you prefer to receive mail at a different location, then enter that address here.
This address can be in any state in the US or in any country in the world. It doesn’t have to be a Wyoming address.
Once finished, click the “Next” button at the bottom.
Enter the name and address of the person organizing the DAO LLC and then click the “Add” button.
Click “Next” to proceed.
What is an LLC Organizer?
The person (or company) who is submitting the Articles of Organization to the Wyoming Secretary of State is known as the Organizer. An Organizer is not automatically a Member of the LLC, although they can be. For more details, please read LLC Organizer vs Member.
6. ADDITIONAL ARTICLES
DAO LLCs must include 3 additional statements in their Articles of Organization.
You must include:
- a statement that your LLC is a Decentralized Autonomous Organization
- a publicly available identifier of any smart contract directly used to manage, facilitate, or operate the DAO
- the Notice of Restrictions on Duties and Transfers, or a statement that this notice will be in the Operating Agreement instead
Example language to use in your Articles of Organization:
Here is sample text you can use which includes the 3 required statements.
You just need to add the public identifier (URL or hex) for the smart contract(s) your DAO uses to the sample below.
1. This entity is a decentralized autonomous organization.
2. The smart contract(s) used to manage this DAO is/are [enter URLs or Hex].
3. 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.
Click the “Add” button, and then continue.
Review the information you’ve listed in your Articles of Organization for accuracy and check for any typos.
If you need to make any changes, you can click “Previous” at the bottom or use any of the links at the top to go back to the applicable section.
Once everything looks good, click the “Continue” button to proceed.
There are multiple boxes of terms and conditions at the top you must read through and check off.
Then, under the “Penalty for filing false document” section, you must check off another box.
Check off whether the filer is a person (an “individual”) or a company (an “organization”) at the top.
Then enter that person’s or company’s name, phone number, and email address below.
For most filers, this person (or company) is the same as the Organizer.
Once finished, click the “Next” button at the bottom.
Your total payment will come out to $102 ($100 filing fee + $2 convenience fee). Click the “Start Payment Process” button and complete the checkout process.
Right after your payment goes through, your Wyoming DAO LLC will be instantly approved and you’ll be able to download your approval documents.
Wyoming DAO LLC Approval (Online Filing):
After your payment goes through, you should see the following success message:
Click the “Receipt PDF” to download your receipt.
Click the “Registration PDF” to download your approved Articles of Organization and your Certificate of Organization (they are together in one PDF file).
And there’s one more document we recommend downloading called the Certificate of Good Standing:
- Click the following link: Wyoming Secretary of State: Certificates of Good Standing
- Enter your LLC filing number, which is found in your approval documents
- The system will generate a PDF for you to save to your computer
Keep all of these documents with your business records.
Congratulations! You have successfully filed the Articles of Organization and your Wyoming DAO LLC is now in existence.
Wyoming DAO LLC FAQs
How much does it cost to form a Wyoming DAO LLC?
It costs $100 to form a Wyoming DAO LLC. Then it costs $60 per year to file the LLC Annual Report.
What is a DAO LLC?
“DAO” stands for Decentralized Autonomous Organization. A DAO is an organization where the decision-making power does not belong to a single commanding body (like the owner, manager, or board of directors).
In a DAO, either the stakeholders vote to set the rules for the organization, or the rules are set by an algorithm. A DAO implements these rules upon its creation and updates them over time based on stakeholder votes or the computer algorithm itself.
What is a Member-managed DAO LLC?
This type of DAO operates similarly to a Member-managed LLC. In a Member-managed DAO LLC, all the Members are responsible for the management of the DAO.
What is an Algorithmically-managed DAO LLC?
This type of DAO uses an algorithmically designed decision-making protocol residing on a blockchain to manage the company’s smart contract.