Decentralized Autonomous Organizations (DAOs) are perhaps the most interesting and innovative development in law in recent years; and yet, something as basic as the lack of legal recognition kept them for over a decade in a curious state: they were, without being; they operated, without being able to act; they coordinated thousands of people, but could not even enter into a contract.
The problem was always a legal one. DAOs emerged in a regulatory gap that exposed them to serious risks: they could not enter into contracts, purchase assets, or be parties to a lawsuit; judges could reclassify them as informal partnerships and hold each token holder personally liable with their personal assets; on-chain decisions were not integrated into formal corporate law; and there was always the risk that regulators would classify the tokens as investment contracts under the Howey Test. None of the available alternatives were ideal: foundations in Switzerland or the Cayman Islands may be expensive and distant; Delaware LLCs, which imposed a corporate logic at odds with decentralized governance; or simply no structure at all, with the risks that entailed.
In 2024, Wyoming enacted the Decentralized Unincorporated Nonprofit Association Act (DUNA): the first legal framework purpose-built for DAOs. Two years later, with Uniswap adopting the structure under the name DUNI and the explicit backing of a16z crypto, it went from a local experiment to an emerging market standard.
The DUNA addresses the four classic vulnerabilities of a DAO:
- Legal personality. It grants full legal personality without requiring a central administrator or board of directors, respecting the distributed architecture;
- Limited liability. It establishes limited liability for members, eliminating the risk that token holders will be liable with their own assets;
- Voting. Recognition of the possibility for bylaws to refer matters to on-chain voting, providing legal validity to decisions made via smart contracts; and
- Non-profit status. Adopting a non-profit structure (which allows generating revenue and compensating members but prohibits the distribution of profits) provides a strong argument for maintaining that the governance token is not an investment contract under the Howey test.
By prohibiting profit distributions, DUNA neutralizes the expectation of profits arising from the efforts of others, allowing DAOs to avoid classification as securities and, with it, the SEC’s registration, periodic disclosure, and oversight requirements. This is the very regime that had made most DAOs legally unviable until now.
A system where the regulation of financial instruments is primarily federal is insufficient. In 2026, coordinated SEC-CFC statements introduced a five-category taxonomy for digital assets: commodities, collectibles, tools, stablecoins, and securities. The first three are, in principle, non-securities; stablecoins require case-by-case analysis; digital securities are subject to the federal registration regime. Added to this is a favorable political shift: the withdrawal of enforcement actions against blockchain projects and officials aligned with the current political ecosystem.
For the first time, structuring a DAO like DUNA allows one to analyze with reasonable certainty which category its governance token falls under.
The prime example is Uniswap. In 2025, the world’s largest decentralized exchange adopted the DUNA structure under the name DUNI, with a specific goal: to activate the fee switch-that is, to distribute protocol fees to UNI holders. That functionality had remained technically available but legally unfeasible for years, because redirecting protocol revenue to token holders would have reinforced its classification as an investment contract under the Howey test. DUNA solved the problem by decoupling the receipt of revenue from the expectation of profit derived from the efforts of others. Subsequent endorsement by 16z crypto confirmed the standard.
The framework has four substantive limitations:
- Jurisdiction. The DUNA is state law; its recognition outside Wyoming depends on the principle of full faith and credit and the deference of federal agencies. In foreign jurisdictions without an analogous provision, recognition will be problematic.
- Tax treatment. The federal tax regime is not yet settled, and nonprofit status does not entail automatic exemption.
- Effective decentralization. Limited liability presupposes genuinely distributed governance; if a small core group controls decisions, a court could pierce the corporate veil.
- Political context. The entire framework rests on a favorable federal climate that may change: a change in administration would not repeal
For jurisdictions outside the United States, the DUNA matters less as an applicable rule and more as a regulatory design model. It identifies the four problems that any framework must solve if it aims to host DAOs, and offers a coherent solution for each.
The DUNA is not a definitive solution, but it is the first serious attempt to resolve a structural problem that the Web3 ecosystem has carried since its inception. Uniswap’s migration demonstrates that the market was waiting for a vehicle of this nature. For operators and advisors, analyzing the legal framework can no longer be postponed: the current window of regulatory clarity did not exist two years ago, and it is not guaranteed going forward. For observing jurisdictions-including those in Latin America —the case offers a concrete lesson: the phenomenon demands the design of new legal frameworks, not the forced application of existing ones.
