Membership Alone Is Not Authority
Under the Wyoming Limited Liability Company Act, “a member is not an agent of a limited liability company solely by reason of being a member” (W.S. § 17-29-301(a)). That Act applies to a DAO LLC wherever the DAO Supplement does not provide otherwise (W.S. § 17-31-103(a)). Holding a membership interest, or a token that represents one, does not on that fact alone let anyone sign for the company.
Management Sits With the Members and the Smart Contracts
The DAO Supplement vests management “in its members or the members and any applicable smart contracts” and requires every smart contract the company uses to be “capable of being updated, modified or otherwise upgraded” (W.S. § 17-31-109). The articles of organization must state how the members manage the company and to what extent that management is conducted algorithmically (W.S. § 17-31-104(e)).
The decision to convey a parcel or open an account is therefore made by the governance the articles and the operating agreement describe. Signing the instrument that carries out the decision is a separate act, done by a person with authority.
The Operating Agreement Says Who Signs
The DAO Supplement provides that “the articles of organization and the operating agreement of a decentralized autonomous organization are effective as statements of authority” (W.S. § 17-31-115).
A statement of authority is the LLC Act’s way of telling outsiders who may execute an instrument transferring the company’s real property, or otherwise act for and bind the company (W.S. § 17-29-302(a)). For a DAO LLC, the operating agreement does that work. The person or office it names, on the conditions it sets, is who can sign.
What To Ask For Before Relying on a Signature
- The company’s registered name on the Wyoming Secretary of State’s records. It must include “DAO”, “LAO” or “DAO LLC” (W.S. § 17-31-104(d)).
- The provision of the operating agreement that names the signer and states any condition on the signer’s authority.
- Evidence that the condition was met for the document in front of you.
- For Wyoming real property, what is recorded in the county where the land lies. See Can a Wyoming DAO LLC Own Real Estate?
Where Wyoming Execution Agents Fits
Wyoming Execution Agents is a Wyoming limited liability company organized for one purpose: to act as the named authorized signer for Wyoming DAO LLCs. A company names the office in its operating agreement. From then on the office signs a deed, a contract or a banking instrument for that company only upon a valid attestation from the Vaulnox SENTINEL Trusted Execution Environment, confirming that the company’s own governance approved that instrument. The office does not manage, advise or decide.
Every signing is given an attestation ID, printed on the instrument beside the office’s seal. Anyone holding the document can enter that ID on the Verify page, see its status of record, and download the reliance package: the certificate of authority, the attestation report and the statement-of-authority excerpt from the operating agreement. No account is needed.