Wyoming Decentralized Autonomous Organization Supplement

The Wyoming Decentralized Autonomous Organization Supplement is a Wyoming state statute governing decentralized autonomous organizations that elect to operate as Wyoming limited liability companies. Codified at W.S. 17-31-101 through 17-31-116, the statute is effective and operative as of June 9, 2026. It was enacted through 2021 Senate File 38, approved on April 21, 2021, and made effective July 1, 2021.

The Supplement is not a standalone federal crypto regime. It sits inside Wyoming business-entity law and works with the Wyoming Limited Liability Company Act unless the DAO-specific chapter is inconsistent. Its main function is to define when a Wyoming LLC can elect decentralized autonomous organization status and how articles of organization, operating agreements, and smart contracts interact for that entity.

Key provisions of the Wyoming DAO Supplement

DAO status and Wyoming LLC framework

The statute defines a decentralized autonomous organization as a limited liability company organized under Chapter 31. A Wyoming LLC may convert to DAO status by amending its articles of organization to include the required DAO statement and the information required for DAO articles. The statute also preserves the general LLC framework for companies that do not elect DAO status.

Articles, naming, and smart-contract identifiers

A Wyoming DAO’s registered name must include wording or an abbreviation showing its DAO status, including “DAO,” “LAO,” or “DAO LLC.” The articles must state that the organization is a decentralized autonomous organization and include a publicly available identifier for any smart contract directly used to manage, facilitate, or operate the DAO. If the identifier is not provided with the filing, the filer has 30 days to provide it before the Secretary of State must dissolve the DAO.

Governance by documents and smart contracts

The articles of organization and smart contracts govern core internal matters, including member relations, member rights and voting rights, transferability, withdrawal, distributions before dissolution, amendments, procedures for updating smart contracts, dispute resolution, and other aspects of the DAO. An operating agreement may supplement those matters and may itself be a smart contract.

Members, voting, and information rights

The Supplement changes several default expectations that readers may associate with conventional LLCs. Unless the articles or operating agreement provide otherwise, DAO members do not owe fiduciary duties to the organization or other members, except for the implied contractual covenant of good faith and fair dealing. For voting, unless the governing materials provide otherwise, membership interests may be calculated by digital asset contributions, or each member receives one membership interest and one vote if members have not all contributed digital assets as a membership prerequisite.

The statute also limits separate inspection rights where relevant information is available on an open blockchain. In that circumstance, members and dissociated members have no separate right under W.S. 17-29-410 to inspect or copy DAO records, and the DAO has no obligation to furnish information about activities, financial condition, or other circumstances.

Status, amendments, and dissolution

Wyoming enacted the original DAO Supplement as Chapter 162 of the 2021 Session Laws. The 2022 legislature amended definitions, management language, smart-contract revision procedures, information rights, membership and withdrawal rules, and dissolution provisions. A 2023 amendment defined “publicly available identifier” and added an article-amendment trigger when that identifier changes.

Dissolution can occur on several statutory triggers, including expiration of the stated duration, a majority member vote, events specified in smart contracts or governing documents, failure to approve proposals or take action for one year, loss of lawful purpose or natural-person control, or withdrawal of all members. The statute also states that the Wyoming Secretary of State may not issue a certificate of authority for a foreign decentralized autonomous organization.

Jurisdictional scope

This profile covers the Wyoming state DAO LLC statute only. It does not address federal securities, commodities, tax, sanctions, or money-transmission rules that may apply separately to a DAO, token, protocol, or participant. CryptoSlate profiles this law as an entity-formation and governance framework for DAOs under Wyoming law, not as legal, tax, investment, or compliance advice.