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Comment by pavlov | Hacker News Reader

Interesting law. It seems that this kind of DAO is a Wyoming LLC with all the existing obligations and the extra requirement that you have to file Wyoming paperwork if your smart contracts are modified:

  Articles of organization shall be amended when:
  (i) There is a change in the name of the decentralized autonomous organization;
  (ii) There is a false or erroneous statement in the articles of organization; or
  (iii) The decentralized autonomous organization's smart contracts have been updated or changed.

A DAO may not be "foreign", but it's not defined what exactly that means: "The secretary of state shall not issue a certificate of authority for a foreign decentralized autonomous organization."

I'm guessing that most DAOs don't want the legal liability of an American LLC, so there may not be a lot of takers.

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In context, “foreign” means an entity registered in another state or country. See the FAQ:

  Can I register my out-of-state DAO?
    No. A certificate of authority for a foreign DAO cannot be filed
    pursuant to W.S. 17-31-116.

What does that even mean for a DAO to be out of state? Is it based on people with voting power in the DAO?

IANAL, but I believe it means that the company can't be headquartered somewhere else.

In terms of a pure DAO though that's a weirdly nebulous distinction. Before incorporation they're nowhere legally speaking, there's not a single physical location it's operating out of.

Maybe like others have said it's mostly about otherwise extant orgs not being able to register.

> What does that even mean for a DAO to be out of state?

A Delaware corporation doing business in California must file as a foreign corporation in the latter. It sounds like Wyoming is saying a DAO can't incorporate out of state and take advantage of the Wyoming DAO LLC, but this doesn't appear to have been fleshed out.

I think the more interesting question is what does it mean for a DAO to be considered in state to qualify for this type of LLC? Do they need to keep at least a PO Box as presence in the state? Some amount of real estate? Some number of state-resident members with voting power? Do the other usual LLC requirements apply?

I think that clarification makes sense though. You'd normally (this may vary from state to state) need to amend an Articles of Organization if your LLC Operating Agreement changed, which usually outlines the nature of a joint-ownership model. Since that's handled via smart contracts, you'd want those to be legally binding, which would imply that you need to follow the normal meatspace government lawyer process of updating your articles of organization.

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