Wyoming DAO LLC Compliance Checklist

• Name. The registered name includes “DAO”, “LAO” or “DAO LLC” (W.S. § 17-31-104(d)).
• DAO statement. The articles of organization state that the company is a decentralized autonomous organization (W.S. § 17-31-104(a); W.S. § 17-31-106(a)).
• Registered agent. The articles name the registered agent and the street address of the registered office, and the agent’s signed consent is filed with them (W.S. § 17-29-201(b) and (c)).
• Notice of restrictions. The “Notice of Restrictions on Duties and Transfers” set out in the statute appears conspicuously in the articles or the operating agreement (W.S. § 17-31-104(c)).
• Management statement. The articles state how the members manage the company, “including to what extent the management will be conducted algorithmically” (W.S. § 17-31-104(e)).
• Smart contract identifier. The articles include “a publicly available identifier of any smart contract directly used to manage, facilitate or operate” the company (W.S. § 17-31-106(b)). If it is left out, the filer has thirty days to provide it, and after that the Secretary of State dissolves the company (W.S. § 17-31-105(e)).
• Upgradable smart contracts. Every smart contract the company uses is “capable of being updated, modified or otherwise upgraded” (W.S. § 17-31-109).

• Keep a registered agent. The company must “have and continuously maintain in this state a registered agent” (W.S. § 17-31-105(b)). A Wyoming LLC left without one for sixty days after the Secretary of State’s notice forfeits its articles (W.S. § 17-29-705(a)).
• Amend the articles when the facts change. An amendment is required when the name changes, when the articles contain a false or erroneous statement, when the smart contracts “have been updated or changed”, or when the publicly available identifier changes (W.S. § 17-31-107(a)).
• File the annual report. Every Wyoming LLC files an annual report with the Secretary of State and pays a license fee “on or before the first day of the month of organization of every year” (W.S. § 17-29-209(a)).
• Stay active. A DAO LLC that “has failed to approve any proposals or take any actions for a period of one (1) year” is dissolved (W.S. § 17-31-114(a)(iv)).
• Keep a natural person in control. A DAO LLC that “is no longer under the control of at least one (1) natural person” is dissolved (W.S. § 17-31-114(a)(v)).
• Keep a lawful purpose. The same paragraph dissolves a DAO LLC that “no longer performs a lawful purpose” (W.S. § 17-31-114(a)(v)).

The statute lists the events that dissolve a DAO LLC: the period fixed for its duration expires, a majority of the members vote to dissolve, an event named in the smart contracts, articles or operating agreement occurs, a year passes without an approved proposal or an action, the company loses its lawful purpose or its natural person in control, or every member withdraws (W.S. § 17-31-114(a)).

“As soon as possible” after one of those events, the company must execute a statement of intent to dissolve in the form the Secretary of State prescribes (W.S. § 17-31-114(b)). Any interested party may also ask a court to order the dissolution (W.S. § 17-31-114(c)).

The articles and the operating agreement of a DAO LLC “are effective as statements of authority” (W.S. § 17-31-115). A company that expects to sign deeds, contracts or bank documents should make sure its operating agreement names who signs and on what conditions. See Who Can Sign for a Wyoming DAO LLC?

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. The office then 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, and it makes no representation that any particular DAO LLC complies with W.S. § 17-31.