Crypto Law Profile
Wyoming’s DUNA Act creates a state entity framework for decentralized unincorporated nonprofit associations, covering governance, member liability, property, records, DLT-based voting, mergers and conversions.
The Wyoming Decentralized Unincorporated Nonprofit Association Act is Wyoming’s state-law framework for decentralized unincorporated nonprofit associations, often shortened to DUNAs. The act was enacted through Senate File 50 in the 2024 Budget Session and took effect on July 1, 2024. It creates Chapter 32 of Title 17 of the Wyoming Statutes and is directed at decentralized groups that use governance principles, distributed ledger technology, smart contracts or related mechanisms to coordinate nonprofit activity.
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.
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.
A DUNA is a legal entity separate from its members for contract and tort rights, duties and liabilities; judgments against the association are not, by themselves, judgments against members.
Profit-making activity is permitted only when profits further or are set aside for the common nonprofit purpose; dividends and member or administrator profit distributions are generally barred.
Governing principles may include agreements, consensus algorithms, smart contracts and enacted governance proposals that define rights, duties and operations.
The act permits governance through distributed ledger technology, including smart contracts, voting procedures and consensus mechanisms.
Members or administrators can request electronic records, subject to statutory limits, and a DUNA may appoint an agent for service of process.
SF0022 adds conforming amendments, automatic conversion language if membership falls below 100 and revised winding-up provisions effective July 1, 2026.
Governor signed SEA No. 0023, enacting the DUNA framework as Chapter 50.
The enrolled act states that the Wyoming DUNA Act is effective July 1, 2024.
Governor signed SEA No. 0021, an amendment bill for unincorporated nonprofit associations.
Governor of Wyoming, Wyoming Legislature, Wyoming Secretary of State
Digital assets
As of June 9, 2026, the 2024 DUNA Act is effective. SF0022, enacted in 2026, amends Chapter 32 effective July 1, 2026; review this profile after that date.
