DAOs & Protocols
DAO and protocol counsel.
Legal structure, governance and liability planning for decentralized autonomous organizations, protocol foundations and the development companies behind them.
What We Do
Structure that matches how you govern.
- Entity wrapper selection — comparing options such as Wyoming DAO LLCs, Wyoming decentralized unincorporated nonprofit associations (DUNAs), foundations and conventional companies, based on how the community actually operates.
- Governance design — proposal and voting mechanics, delegate and multisig roles, treasury controls, and how on-chain votes connect to legal authority.
- Liability planning — reducing the risk that token holders, delegates or core contributors are treated as personally responsible for the organization’s obligations.
- Token and treasury questions — governance-token distributions, treasury management and grants programs, reviewed against U.S. securities and commodities law.
- Contributor agreements — development company, foundation and contributor relationships, intellectual property and open-source licensing.
- Regulatory touchpoints — sanctions screening, interface and front-end risk, and responding to questions from regulators or counterparties.
The Landscape
Unwrapped DAOs carry real risk.
U.S. regulators and courts have shown they will treat a DAO as a legal person, or its members as partners, when no other structure exists.
- CFTC v. Ooki DAO — in 2023, a federal court entered a default judgment against Ooki DAO, holding that a DAO can be a “person” under the Commodity Exchange Act.
- General-partnership claims — private plaintiffs have argued, in some cases successfully at the pleading stage, that DAO participants can be liable as general partners.
- Wyoming DAO LLC — since 2021, Wyoming has allowed DAOs to organize as limited liability companies whose governance can be carried out in part through smart contracts.
- Wyoming DUNA — effective July 1, 2024, Wyoming’s Decentralized Unincorporated Nonprofit Association Act offers a nonprofit wrapper for DAOs with at least 100 members.
Who It’s For
For communities with real stakes.
- DAOs with treasuries — communities holding meaningful assets without a legal wrapper.
- Protocol foundations and development companies — teams separating protocol development, governance and commercial activity.
- Delegates and core contributors — individuals who want to understand their personal exposure.
- Investors in DAO-governed projects — funds evaluating governance and liability before they commit.
When to Call
- Before the treasury grows — structuring is simpler before significant assets accumulate.
- Before a token launch or airdrop — distribution decisions carry securities and sanctions questions.
- When contributors start signing contracts — someone needs legal capacity to contract, hire and hold intellectual property.
- When someone asks who is responsible — a regulator, plaintiff or counterparty, before you answer.
Next Step
Two ways to start.
Want a written assessment first?
The Launch Readiness Assessment is a fixed-scope review with a written Launch Risk Map, a preliminary view on the questions that decide your launch, and a 30-Day Legal Action Plan, offered after your consultation.
See the Assessment →This page is general information, not legal advice, and does not create an attorney–client relationship.