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Just DAO It! is a podcast for people starting DAOs. Are you thinking about starting a DAO? Just DAO It! Every episode will cover recent DAO news, tweets, and posts from around the web. We’ll break down what the news means for you and combine it with great advice from people who have started or contributed to successful DAOs.
Disclaimer: Just DAO It! is for educational and entertainment purposes only. Just DAO It does **not** contain any legal or financial advice. MIDAO also does not provide legal or financial advice, and nor does your host, yours truly.
Just DAO It! is hosted by Adam Miller, the founder of MIDAO, the company that provides legal entities for DAOs.
[Opening music]
Adam Miller:
Welcome to Just DAO It!, the podcast for people starting DAOs, Web3 projects and AI agents. I'm Adam Miller and I'm your host. Today I'm sharing with you a recording of a talk I gave recently at the Maryland Blockchain Conference, which was attended by people ranging from students to blockchain professionals to U.S. Congress people and their staff. I hope you enjoyed the talk.
Chapter 1: Cold Open: The Law Couldn't See Them
Good afternoon, and thank you for being here. It's Legislative Day, which I take to mean most of this room reads statutes for a living. That's good, because I brought some. I want to open with a case.
In 2022, the Commodity Futures Trading Commission sued an organization that, in the eyes of the law, did not exist. Ooki DAO had no certificate of formation, no registered agent, no officers, and no address. It was software plus a global community of token holders.
The CFTC's theory was that this collection of people amounted to an unincorporated association, which meant it could be sued and its members could be held liable. Because there was no front door to knock on, the commission served process through the help-chat box on the organization's own website. Think about who was on the other end of the chat box. Not executives, not directors. People who had bought a token and voted on governance proposals.
Some of them had no idea that clicking yes on a proposal might connect them personally to a federal enforcement action. Several found out from a message in a customer-support widget. That case is what this hour is really about. Not Ooki specifically, but the underlying condition. Real organizations, managing real money, coordinating real people, that the law cannot see.
What happens to those organizations, and what happens to the people inside them, and what good legislation does about it. And we will come back to how the Ooki story ends. My name is Adam Miller. I went to MIT, grew up professionally alongside the early internet, and spent years building software and companies.
In 2021, I took the most interesting assignment of my career: helping the Republic of the Marshall Islands, a sovereign Pacific nation, design a legal framework for decentralized organizations. I've since helped write laws and a regulatory framework that have passed there, and I'm the CEO of MIDAO, the registered agent for the entities formed under that framework.
Hundreds of entities have been registered through it since, which means my team and I have watched this problem from the inside, at production scale, for five years. Two disclaimers this room will appreciate. First, I'm not a lawyer, and nothing today is legal advice. Second, I have an obvious commercial interest in one of the jurisdictions on today's map. I'll flag it when we get there, and I'll give you the case against it along with the case for it.
Here's the route. First, we level set on what a DAO is, in the terms that matter legally. Then the liability problem precisely, with case names and docket dates, because the real posture is sharper than most of the summaries you see online. Then the five design problems any DAO statute has to solve, with actual statutory language on screen.
Then the jurisdiction map as it stands in mid-2026: states, federal, offshore. And we end with Maryland: what this state could do, and why this particular week is the moment. Along the way, a few short videos, the two cases that define the liability problem, sixteen years of legislative history, and the state-by-state scorecard. Let's level set.
Chapter 2: What a DAO Is, Legally
Here's the definition I use with lawyers, and it's a functional test. An organization is a DAO if it uses blockchain technology for at least one of three functions: one, tracking who its members are; two, making collective decisions, what we call governance in the industry; and three, holding and moving its money.
Membership, governance, and treasury. Any one of the three is enough, and the test covers everything from a five-person community project to protocols securing billions of dollars. It also covers for-profits, non-profits, investment clubs, grant programs, and things that don't map to any traditional category. The technology is the common thread, not the purpose of the organizations.
In practice, these organizations are protocol stewards, charitable funds, professional guilds, community associations, investment vehicles, and traditional companies. Any purpose that people form organizations for today, someone is now pursuing with this new technology and structure. So let's translate each of these pillars into the traditional world.
Membership. A traditional company knows who its owners are because a document says so: stock certificates, a shareholder registry, or a transfer agent. A DAO's membership is a token balance. Whoever holds the governance token is a member, and the ledger updates itself with every transaction. There is no paper registry to subpoena because the ledger is the registry, and it's public.
Governance. A traditional organization decides through board meetings and proxy ballots. A DAO decides through proposals posted to its members and votes counted by code in public with a permanent time-stamped record on the blockchain. And I want to be precise about one thing: the vote is not advisory. In many DAOs, the vote itself executes the decision with a smart contract.
A smart contract, by the way, is a program deployed on a blockchain that runs exactly as written. It is, however, neither smart nor a contract, and both halves of that matter legally. It doesn't exercise judgment, and it doesn't need anyone's signature to execute. Think of it as self-enforcing plumbing for an organization.
Treasury. In a traditional company, the CFO has signing authority over a bank account, and everyone trusts the CFO. In a DAO, governance controls the funds directly. The passing vote on the blockchain is the wire transfer. Side by side, it looks like this: paper registry versus token ledger, boardroom versus public code-counted votes, signatory versus direct governance control.
Notice something about the left column. Every row has a human being in it, with a name and a physical address. That's not incidental; it's how the law attaches. Liability, fiduciary duty, service of process, and tax obligations, all of it lands on names, persons, at fixed physical addresses. The right column replaces those persons with software.
So the question underneath this entire field is simple to state: where does the law attach now? To be clear, DAOs face every legal issue every other organization faces as well: contracting, employment, intellectual property, tax, and so on. Nothing about being on-chain exempts anyone from any of it. What's different is that the usual attachment points, the names, officers, at fixed addresses, may not exist.
There's a jurisdictional wrinkle stacked on top of that. The line I've used for years is that DAOs are like ships: they live everywhere and nowhere at the same time. A DAO's members might sit in 40 different countries. Its code runs on a network with no fixed location. Its treasury exists on every node of that network at once. Ask where its headquarters is, and the honest answer is nowhere.
Ask where it can be sued, and the honest answer today is potentially everywhere. Every litigator in the room just saw both the plaintiff's opportunity and the defense nightmare in that one sentence. One note on scale, so nobody files this under boutique curiosity. By 2024, industry trackers counted something on the order of 50,000 DAOs. The count is imprecise by nature, but the order of magnitude is the point.
Most are small, some govern software that handles billions of dollars. Most of the serious ones now do have legal entities. Plenty still do not. And every one of the unwrapped ones is living under the default rule we're about to spend some time on. So, organizations with members, money, and decisions, and no place to stand legally. Here is what the law does with that by default.
Chapter 3: The Liability Problem, Precisely
This is the part that keeps people up at night. Let's start with the default rule, because everything else in this talk exists because of it. When a group of people carries on a common enterprise without forming an entity, the law supplies one for them: the general partnership, or its cousin, the unincorporated association. Nobody signs up for it, nobody files anything. It attaches simply by conduct.
That default is a sensible rule for what it was built for: two people running a business on a handshake, each able to watch the other. It was never built for 10,000 pseudonymous participants who have never met, joining by buying a token on an exchange. The mismatch between the rule's assumptions and this structure is the whole problem we're here to address.
And the signature feature of a general partnership is joint and several liability. Every partner can be pursued for the entire obligation or liability of the enterprise, not just a proportional share. If the organization owes $10 million, a plaintiff can collect all $10 million from whichever member has the deepest pockets, and leave that member to try to seek contributions from pseudonymous co-members scattered across dozens of countries. Good luck with that.
For a DAO participant, that means the downside is not just your tokens; it's your house and your car. For years, the industry treated this as a law-review hypothetical. Then it got real, twice, in the same federal district. You know how the Ooki story begins, because I opened with it. You're about to see how it ended, and the case that picked up exactly where it left off. Let's roll it.
[Interstitial video: "Sued Into Existence"]
There are two ways the law learns what an organization is. A legislature decides in advance, or a court decides after something goes wrong. For decentralized organizations, the courts went first.
The default rule: run an enterprise together without forming an entity, and the law supplies one. A general partnership. Joint and several liability. Any member can be pursued for everything.
In 2022, the Commodity Futures Trading Commission sued Ooki DAO, an organization made of code and the scattered holders of its token. The theory: an unincorporated association, something the law could finally reach.
No registered agent, no headquarters, no front door. So the regulator served the lawsuit through the one channel certain to be answered: the help-desk chat window on the organization's own website.
No defense ever appeared. On June 8, 2023, a federal court entered a default judgment: a civil penalty of $643,542, permanent trading and registration bans, and the website ordered shut down.
The first time a court held a DAO can be sued, fined, and shut down as an entity. Also an asterisk: no adversary ever tested the theory. Foundational, yes. Battle-tested, no.
The adversaries arrived in case two. December 2023, the same district. An investor who bought Lido DAO's governance token and lost money filed a class action. The claim: an unregistered security.
The landmark is who else he sued. Not just the organization, but its prominent participants. The theory: Lido DAO is a general partnership under California law. Its governance participants are general partners.
November 18, 2024, the order cut both ways. Half one: a DAO can be a general partnership under California law. Paradigm, Andreessen Horowitz, Dragonfly, Dolphin CL, all four kept in the case to face that theory.
Half two protects: Robot Ventures, alleged only to have bought and held tokens, was dismissed. Merely holding a governance token is not partnership. The court's test: the capacity to meaningfully participate in management.
That theory's first merits test arrives later this year. But the line the courts are drawing is already legible: passive holding is not partnership, meaningful participation is exposure.
Two cases, one condition: organizations the law could not see, so courtrooms saw them the only way courtrooms can, as defendants, sued into existence. There is a calmer way to teach the law to see something new. Someone writes it down.
Welcome back. You now have both cases and both halves of the ruling that matters. Fact discovery closed this past February. Expert discovery closed in May. Summary judgment motions are due August 6, three weeks after this talk. And the dispositive motion hearing is set for November 19, 2026, before Judge Chhabria in San Francisco.
Understand what that means. The general partnership theory survived a motion to dismiss, a stage where the plaintiff's allegations are assumed true. It has never been tested on the merits anywhere. Its first merits test begins with those August filings and gets argued this November.
Summary judgment is where the theory finally meets evidence instead of allegations. What these defendants actually did in governance and whether it amounts to meaningful participation. If you advise anyone in this space, that hearing is the date to circle.
Two more data points to complete the picture. Sarcuni v. bZx DAO, Southern District of California, 2023. Another court let a partnership theory proceed, and it too dismissed the defendants who had no alleged participation. The same line emerged in a second courtroom.
And one sentence that focuses the mind of every general counsel I've said it to: no court anywhere has rejected the DAO partnership theory as a matter of law.
So take the line the video landed on. Passive holders are protected, meaningful participants are exposed. As doctrine, that's coherent. It tracks the logic of partnership law. But think about what it does to incentives inside these organizations.
The people a DAO most needs are its active, competent stewards. The ones who show up, draft the proposals, vote on the hard questions, and do the work. Under the emerging case law, those are precisely the people carrying the most personal risk, while the free riders are safe.
If you advise a fund, a foundation, or anyone who votes in these systems, this is why the participation question keeps landing on your desk. The order gives you a direction, not a bright line.
This is exactly backwards. The doctrine applied to unwrapped organizations punishes stewardship and rewards passivity. And that inversion, more than anything else, is what entity legislation exists to fix.
Giving people a lawful way to govern responsibly without betting their personal assets on it. Limited liability exists because legislatures decided a long time ago that people who build things shouldn't face unlimited personal ruin for participating.
Every argument behind that decision applies here too. Which sets up a question I want you to hold for the next few minutes. Entity law didn't always know how to do this. Someone had to teach the law to see an organization with no address, no officers, and no paper. So how did the law learn to see organizations like this? The answer is older than this industry. Watch this.
[Interstitial video: "The 16-Year Arc"]
Here's the question it took the law sixteen years to answer. How do you give a legal home to an organization that exists everywhere and nowhere?
Start in 2008. Vermont becomes the first state to allow a limited liability company to exist entirely in digital form. Members tracked digitally, decisions made digitally, records kept digitally. The first attempt to give a digital-native organization a legal home.
Two years later, Harvard Law School's Berkman Center gives the idea a name: the Digital LLC. Their thesis: a company with no physical home could become the natural governance form for innovators scattered across the globe.
Then the idea waits. The organizations it described barely existed yet. It takes a new technology, blockchains, to produce them at scale. Organizations run by tokens and code, with members on every continent and headquarters nowhere.
2021. Wyoming becomes the first US state to recognize the DAO LLC. And the filings prove the demand is real. But every state statute lives inside one country's federal system, and most of these organizations are global by birth.
The same year, on the other side of the Pacific, a sovereign nation takes notice. The Republic of the Marshall Islands has spent five decades giving legal homes to things that live everywhere and nowhere. It runs one of the largest ship registries on earth.
In 2021, it passes the first law in the world authorizing a non-profit DAO LLC. Membership tracked by tokens, management by smart contract, blockchain records recognized as official records.
2022. The DAO Act. For-profit entities join the framework, giving it comprehensive statutory force, and the world's first non-profit DAO LLC is registered under it.
2023. The amendment. A governance token with no economic rights is, by statute, not a security. A question that costs a legal memo everywhere else is answered in the law itself.
2024. The regulations. Beneficial-ownership checks aligned with global standards, and registration in under 30 days. The paper era of corporate filings ends.
By 2026, the same jurisdiction goes further. A digitally native US-dollar sovereign bond, USDM1, launched on blockchain. Legal entities on-chain, and now sovereign finance on-chain. The stack is complete.
Step back and read the whole arc. An idea Vermont attempted, Harvard articulated, Wyoming popularized, and the Marshall Islands made sovereign. No single stroke of genius. Four legislatures, each solving the piece in front of it.
Sixteen years to teach the law to see organizations that live everywhere and nowhere at once. The arc is still bending. The next chapter belongs to whichever legislature moves next.
Chapter 5: What DAO Legislation Must Actually Solve
Welcome back. Sixteen years from a Vermont statute to a sovereign framework. Now let's get concrete about what a working framework actually has to contain. There are five design problems, and for each one I'm going to put real statutory language on screen, mostly from the Marshall Islands framework because it's the one I helped create. The point is not that every legislature should copy this text. The point is that any statute that skips one of these five problems will fail the organizations it was written for.
Problem one: membership without a name and physical address registry. Traditional entity law assumes you can produce a list of members' names and addresses. A DAO's membership is a token balance that changes block by block, and most members never disclose a legal name to anyone. The Marshall Islands answer is to define membership mathematically. Under the law, unless an organization's documents say otherwise, your membership interest is your governance tokens divided by the total outstanding at the time of the vote. If members don't hold tokens, it defaults to one member, one vote. Quorum defaults to a majority of the interests entitled to vote. Membership becomes something a court can compute from the ledger, rather than something a registrar has to attest to. And note what the registry-first alternative would demand: that the organization know who its members are, which it often cannot in the case of DAOs because members join by acquiring a token on an open market. A statute that demands the impossible gets ignored, not obeyed.
Problem two: governance the law can see. This takes two moves. First, the operating agreement, or bylaws if it were not an LLC, can point to the on-chain governance contracts as the source of truth for the organization's actions. That sounds radical until you realize what it solves. Everywhere else, there's a static legal document trying to describe a living, upgradeable governance system, and the two drift apart. Here, the legal document follows the on-chain reality. This is not hypothetical drafting either. One of the largest oracle networks in this industry, Pyth Network, runs its entity exactly this way. As do many others: the operating agreement simply points to the governance smart contracts as the source of truth for the actions of the LLC.
Second, the law makes on-chain records official records. No separate minute books are required when the organization's actions, votes, and transactions are recorded on a distributed ledger, a blockchain, with human-readable explanations publicly available. A requirement that a record be in writing is satisfied by the blockchain record. A signature requirement is satisfied by a cryptographic signature. Notice what that does to evidence. The record you would normally have to subpoena is already public, time-stamped, and tamper-evident.
Problem three: management without managers. This is the provision I get asked about the most, and it is genuinely one sentence, so let me just read it to you. "Management of a decentralized autonomous organization shall be vested in its members, if member managed, or the smart contract, if algorithmically managed, unless otherwise provided for in the certificate of formation or limited liability company agreement." Algorithmic management means the smart contract can be the manager. No directors required, no officers. No human whose fiduciary duties can be invoked to override what the members actually voted for. And notice the closing clause: it's permissive. A DAO that wants human managers can have them. The statute accommodates the organization's governance; it doesn't impose its own. Hold onto that fiduciary point, because it becomes the dividing line offshore. In the traditional foundation structures, the required directors can lawfully decline to execute what the members voted for. Under this clause, in the Marshall Islands, there is no such intermediary unless the organization chooses to have one.
Problem four: what is a governance token legally? Most jurisdictions leave this to case-by-case analysis, which means every project buys the same expensive memo. The 2023 DAO Act Amendment in the Marshall Islands answers it by economic substance. A governance token that confers no economic rights, meaning no right to distributions and no claim on assets, is not deemed a security under Marshall Islands law. And digital assets issued by a non-profit DAO LLC to its members in advancing its non-profit purpose are not deemed digital securities. That's statute, not an opinion letter. The logic is around economic substance. An instrument with no distributions and no claim on assets is not an investment; it's a voting right. Now the caveat: that binds Marshall Islands law only. United States securities analysis is a separate question under its own law. The design lesson stands either way: a legislature can say, ex ante, how it will classify a pure governance instrument and spare everyone litigation based on that point.
Problem five: compliance proportionate to structure. The 2024 DAO Regulations require identification of beneficial owners at 25 percent or more of governance rights, in line with FATF standards. The typical member, holding a fraction of a percent, provides no personal information at all. The compliance obligation sits at the entity level, not on every participant. The philosophy is privacy with compliance, not privacy as evasion. And for the compliance officers in the room, it's the same beneficial-ownership logic you already apply in every other context. One clarification that matters to examiners: the threshold runs on beneficial ownership and control. So a nominee arrangement over a quarter of the supply still triggers disclosure. The same regulations standardized registration to under 30 days. Hold onto that detail, because mechanics decide adoption, and in a few minutes you'll see a state fail on exactly that point.
So those are the five. Membership, visibility, management, token classification, proportionate compliance. That's the checklist. Keep it in hand while we tour the map, because you can score every jurisdiction against it.
Chapter 6: The Jurisdiction Map, Honestly
Now the map. We'll take it in two passes. First, the scoreboard: what has passed, state and federal, in the United States, and what's actually used. Then I'll come back for the part a scoreboard cannot show: what legal certainty costs and what it buys. Let's roll it.
[Interstitial video: "Seven States, Eight Statutes"]
Where in the United States can a decentralized organization get a legal home? Seven states have an answer on the books. Eight statutes, one state wrote two. The scoreboard has two columns: what passed and what gets used.
Wyoming went first and wrote both entries. The 2021 DAO LLC created the category: a limited liability company built for token governance. Filings came in volume; real usage stayed thin.
So in 2024, Wyoming tried again. The DUNA, a decentralized unincorporated nonprofit association. Nonprofit only, at least 100 members, drafted by industry lawyers for protocol governance, effective July 2024.
And the model moved. On April 2, 2026, Alabama and West Virginia signed DUNA acts the same day. A one-state experiment became a three-state model in under two years. Both too new for adoption, the signal is the spread.
Elsewhere, the ink outran the use. Tennessee and Utah: entity statutes with little visible adoption. Vermont's blockchain-based LLC dates to 2018 and stayed niche.
New Hampshire is the cautionary tale. Its DAO act has been effective since July 2025. The registry the statute depends on was never built, so zero registrations are possible. A statute without a working registry registers nothing.
Virginia has tried twice. The 2025 bill passed both chambers and was converted into a study. The 2026 bill passed the House, 59 to 37, then stalled in the Senate, continued to 2027. The headline said "First DAO Law." It was one chamber. Zero for two.
Now read the second column. Across eight statutes, the named, notable adopters are a handful of organizations, nearly all under one Wyoming statute. Passing the statute has been the easy part.
Can Washington settle it? GENIUS is law, since July 2025: stablecoins, not entities.
CLARITY, the market-structure bill, passed the House. As of this recording, it is not law. Read it either way, it allocates jurisdiction between the SEC and the CFTC. It creates no DAO entity, and it cures no partnership liability.
The most useful federal document is smaller: the March 2026 joint SEC and CFTC token taxonomy. Governance rights do not by themselves make a token a security. An interpretation, not a statute, but a signal.
Which leaves the state capitals holding the pen. Entity law is state work. Seven states have written an answer. The open question is who writes one that gets used.
Welcome back. So that's what's on the books. Here's what using it looks like. In September 2025, Uniswap governance became the largest DAO to adopt the Wyoming DUNA. They call it their DUNI. Ten months in, it teaches two lessons at once.
Lesson one is that it works. DUNI exists, has a professional administrator, files with the IRS, and it unlocked the biggest governance action in Uniswap's history: the fee switch. Turning on protocol fees, which passed at the end of 2025 and is live today. That action had been legally blocked for years beforehand for want of an entity. The wrapper made it possible.
Lesson two: it costs real money. And the details are exactly what this room should ask about. Despite the word nonprofit in the name, a DUNA is not tax-exempt. DUNI, the Uniswap entity, elected corporate taxation and files a Form 1120. Wrapping an existing DAO surfaced back-tax liability, and DUNI actually paid. Prior-year taxes, interest, and penalties as calculated by the IRS. It set aside $16.5 million for taxes and legal defense, and its private letter ruling is still pending. And note what hasn't happened yet: no court has tested the DUNA's liability shield. So the honest onshore summary is this: legal certainty is available in the United States, and it is not free.
Let's go offshore, by use case, because that's how the decisions actually get made. Cayman foundations have been the institutional choice for some time. There's a mature legal ecosystem, trusted by institutional counterparties, and it's expensive. Expect $15,000 to $50,000 to set up, and $10,000 to $40,000 a year to maintain. Sometimes in the hundreds of thousands depending on complexity. The structural tension is the required directors. A Cayman foundation requires directors with fiduciary duties, which means when the community votes, the directors can decline to execute.
Switzerland is the prestige choice. Home of the foundational layer-one protocols like Ethereum. Boards are required, and a live debate since mid-2025 about whether the foundation era is over. A prominent US venture firm argued that it is. The Swiss legal community pushed back in writing. If a project wants Swiss institutional standing and accepts having a board, it still delivers.
ADGM in Abu Dhabi is the fastest-growing new option. English common law, a purpose-built DLT foundations regime, and real names on the registry, most recently the Avalanche Foundation this past December. It also requires a governance board, so it is not manager-less, and the framework is young and still being amended. It is serious, and it's priced competitively.
And the Marshall Islands. Purpose-built. The statute stack built layer by layer from 2021 through 2024. The only framework whose statutory design assumed token membership and algorithmic management from the start, and the one running at production scale. This is the jurisdiction my company has a stake in, so here is the case against it stated plainly.
The framework is newer than Cayman or Switzerland, and newer means a smaller ecosystem. A handful of local law firms know the statute well, a dozen or so global ones alongside them, and it's a similar story for management, accounting, and nominee provider services. For the projects that want them, as nominees in particular are optional and never required.
Newer also means extra effort with counterparties. When a bank runs KYB, or an exchange or an investor runs due diligence, the framework doesn't fail the review, in fact it almost always passes, it just isn't the jurisdiction the reviewers have seen a hundred times before, so the conversation starts with education. Real effort, not a wall, and worth budgeting for.
So if your client needs institutional directors and 40 years of Cayman precedent, Cayman earns its fees. If your client needs governance without managers, under a statute written exactly for that, at production scale, that's what we built in the Marshall Islands. In the end, the use case decides.
Chapter 7: What Maryland Could Do
Which brings us home. This section is why I wanted a slot during the Legislative Day. Maryland's brand-new Digital Asset and Blockchain Technology Task Force, created this year and effective July 1, convenes at the State Blockchain Bootcamp during this very Blockchain Week, on this very campus. Its report is due October 1, 2027. It has four working groups, including one named Legislation, and the Office of Financial Regulation staffs it. Its charge includes studying how peer states regulate this technology and what Maryland should adopt.
If you wanted the machinery for a state to decide what it thinks about this technology, Maryland just built and launched it, and it is meeting down the hall.
And Maryland has shown appetite. Look at this year's package. A Stablecoin Act that makes OFR the state's stablecoin regulator, with regulations modeled on the federal GENIUS standards, effective January 2027. Notice the speed. Federal law passed in July of 2025, and Maryland had its implementing statute signed within a year. This state moves fast when a model exists.
Add the blockchain property-records study, the money-transmission modernization, and the kiosk consumer protections that started in 2025, and you have a legislature in Maryland that is engaging seriously with this technology.
Maryland has long regulated crypto's consumer touchpoints through the money-transmission framework, with a consumer-protection and enforcement lean. The 2026 session pivoted that posture towards structured study and implementation. That is exactly the trajectory you want to see in place before proposing entity law.
Now look at the last line on the slide. Entity law: there is none. No Maryland statute defines, authorizes, or recognizes a DAO as a legal entity. Maryland is absent from every 50-state survey of DAO law. Nobody's DAO can be domiciled in this state today.
And here's the sharper edge, connecting back to earlier in the talk. A Marylander who votes in an unwrapped DAO carries the same theoretical exposure as the Lido defendants. General partnership by conduct. And there is nothing in the Maryland code offering an alternative.
Here's why I read that as an opportunity rather than an indictment. Look at the neighborhood. Virginia has tried twice and stalled twice, with a retry expected in 2027. Delaware, the state that owns American corporate law effectively, has no DAO statute and appointed its own blockchain task force in May, reporting in July of 2027. The District has nothing. The mid-Atlantic seat is empty. An hour from Washington, at the exact moment federal market-structure law is maturing. A deliberate mover with a working statute in 2027 or 2028 takes the leading seat.
And the timing compounds. GENIUS is being implemented in the states right now, with Maryland among the early movers. If federal market-structure law lands in any form, the question of where these organizations should legally live gets asked immediately afterwards by well-funded organizations with counsel. Somebody in this region is going to have the answer on the books.
So here is my concrete ask, matched to the actual people in this room. Put DAO entity law on the task force Legislation working group agenda this cycle, so the October 2027 report can recommend a bill for the 2027 or 2028 session.
If you're a regulator, OFR staffs the task force, and the question deserves a proper study with the adoption data on the table. If you advocate for a living, the working group is the vehicle, and the window is open now, while Virginia is stalled. If you're in-house counsel or C-suite, bring the use case to the group. Task forces run on concrete examples from organizations that would actually domicile here, hire here, and bank here.
Let me also preempt the reasonable objection. No, Maryland does not have to invent anything completely new. The study can start from the seven states' statutory texts, the three-state DUNA models, New Hampshire's registry failure, and DUNI's public tax record, as well as what we've done in the Marshall Islands. For a question this new, the evidence file is unusually complete.
And because people in this room will actually draft or review, let me close the section with copy and avoid. Copy the DUNA's simplicity and its member liability shield. It's a three-state model now, and the drafting is there to borrow. Copy the Marshall Islands management clause. Codify the line that courts are groping towards. Put the passive-holder protection into statute, ex ante, instead of leaving it to case-by-case. And learn DUNI's tax lesson. Say what the entity is for tax purposes on the face of the framework, because an entity with nonprofit in its name filing a Form 1120 surprises people, and surprises like that suppress adoption.
One more signal worth considering: Wyoming's own would-be users have formally asked the state for a registration mechanism for their DUNAs. The demand for working mechanics is coming from the adopters themselves.
Avoid New Hampshire's mistake. Its act has been effective for a year, and registrations remain impossible because the registry was never built. In 2026, Maryland's legislature chose a study over a deregulatory bill. The safe harbor bill died, the task force passed. That's the deliberate path, and deliberate is fast enough. A recommendation in the October 2027 report, a bill in the 2028 session, and the first registrations will come in before the decade turns.
Virginia's experience teaches what rushing gets you: a one-chamber vote and a headline that has yet to be corrected. Maryland has the cleaner route available, and the vehicle is already convened.
Chapter 8: Close + QR
Let me land with this. There's a slogan this industry used to love: code is law. I've spent the last five years helping write actual laws for code, so I'll say it as plainly as I can. Code is not law. Code has to fit into legal frameworks to be truly binding. And the people who make those frameworks are in this room.
What entity legislation really does is make on-chain organizations legible. Legible to courts. Who is the defendant? What are the limits of liability? Where does service of process go. Legible to banks and counterparties. Who am I contracting with? Whose compliance program do I examine? Who signs, who owns, who answers.
Remember the people on the other end of Ooki's help-chat box. They weren't hiding. They were members of a form of organization the law had not yet learned to see. And they took the full weight of that gap personally.
Years of legislation later, the law knows how to see these organizations. Whether it sees them in Maryland is a choice, and it belongs to the people in this room.
Scan the QR code. It goes to midao.org/guides. The free guides we publish, including the jurisdiction comparison and the incorporation guide behind much of today's material, updated as this landscape moves. My contact information is in there too. If you sit on the Task Force, or you're drafting for someone who does, and you want the adoption data, or an introduction to the people who have drafted the statutes I showed you today, that's an email I will get back to quickly.
The organizations are already here. The case law is moving on its own schedule, with or without us. The drafting playbook exists, and the failure modes are documented. What's missing in this region is a legislature that decides to go first, deliberately, with the mechanics funded and the lines drawn ex ante. That could be Maryland. This week, on campus, the right people are in the building.
Thank you.
[Closing music]
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