Can Your DAO Be Sued, and Who Gets Served?
In September 2022, the Commodity Futures Trading Commission sued Ooki DAO in federal court in San Francisco. Ooki had no physical address, and the CFTC said it had taken extensive steps but could not identify anyone authorized to accept service on the DAO's behalf, so the agency asked the court to let it serve the DAO through the "Help Chat Box" on Ooki's website and a thread on its governance forum. On December 20, 2022, the court held that service through those channels satisfied California's alternative-service rule and constitutional due process. The judge had separately ordered the CFTC to serve two identified token holders, but described that additional step as a "belt-and-suspenders" measure taken after the DAO had already received actual notice. Ooki DAO itself never appeared or responded.
On June 8, 2023, the court entered a final default judgment: a civil monetary penalty of $643,542, a permanent injunction, and an order shutting down the website. Ooki DAO lost a federal enforcement action without anyone ever walking into the courtroom on its behalf. The court later described the DAO's nonappearance as a strategic decision, not the product of lack of notice.
Every defendant ultimately needs a legally sufficient route for service. For a conventional corporation or LLC, the obvious front door is usually the registered agent listed in a public filing. A DAO that never chooses a front door does not, on that account, become unreachable. A statute may identify someone who can be served; and when ordinary service rules do not provide a workable route, a court may be able to authorize another method reasonably calculated to provide notice. In Ooki's case, that turned out to include a customer-support widget and a governance forum.
This piece covers three things: whether a DAO can be sued at all; how a DAO gets served when nobody designated a conventional door; and what Wyoming's DAO LLC and DUNA statutes do about both, including the tradeoffs that come with choosing a service mechanism in advance.
Can a DAO Be Sued at All?
The lawyer's word for part of this is capacity. In federal court, Rule 17(b) of the Federal Rules of Civil Procedure says that for a party that is neither an individual nor a corporation, capacity to be sued is generally determined by the law of the state where the court sits, with one important exception: a partnership or other unincorporated association that lacks capacity under state law may still sue or be sued in its common name to enforce a substantive right arising under federal law.
Two things follow. First, if an unwrapped DAO qualifies as a partnership or other unincorporated association, lack of capacity under forum-state law does not necessarily end a federal claim. Rule 17(b)(3)(A) supplies a federal capacity backstop for an action enforcing a substantive right under federal law. Second, state law can still matter greatly, both for classification of the DAO, for state-law claims, and for questions about who may be liable for the organization's conduct.
In Ooki, the court initially found that the CFTC had sufficiently alleged that the DAO was an unincorporated association under California law. In the June 2023 default order, the court went further: taking the complaint's well-pleaded factual allegations as true for purposes of default, it concluded that those allegations established Ooki DAO as an unincorporated association under both state and federal law and therefore as an association subject to suit as a "person" under the Commodity Exchange Act.
In Samuels v. Lido DAO, a different judge in the same district took a different route. In November 2024, the court held that the complaint contained sufficient facts to support a reasonable inference that a Lido DAO general partnership had been formed under California law. The court emphasized the procedural posture: the allegations were being assumed true on motions to dismiss, and the precise contours of the alleged partnership were better tested on a full evidentiary record.
Different label, same practical result at the threshold: neither DAO escaped the litigation merely by arguing that decentralized software and governance did not amount to a suable organization.
The procedural qualifications matter. Ooki ended in a final default judgment, not an adversarial determination after the DAO appeared and litigated its defenses. Lido's partnership ruling was a pleading-stage decision, not a final factual determination after discovery or trial. But the broader point remains: in two cases before different judges in the Northern District of California, the contention that a DAO was too decentralized or too software-like to be sued did not succeed at the threshold.
The practical lesson is not that every DAO is necessarily a partnership or unincorporated association. It is that decentralization, by itself, is a poor plan for avoiding the courthouse. The next question is how the DAO will find out that it has been sued.
How a DAO Gets Served When Nobody Picked a Door
Rule 4(h) lets a plaintiff serve a partnership or other unincorporated association that is subject to suit in its common name by delivering the summons and complaint to an officer, managing or general agent, or another agent authorized to receive service. It also incorporates Rule 4(e)(1), which allows use of the service law of either the state where the federal district court sits or the state where service is made.
California's alternative-service statute mattered in both Ooki and Lido. At the time those service orders were entered, Code of Civil Procedure § 413.30 allowed a court, when no other statutory provision provided a method of service, to direct service in a manner reasonably calculated to give actual notice. California broadened the statute effective January 1, 2026. It now also applies when a plaintiff, despite reasonable diligence, has been unable to accomplish service through otherwise authorized methods, and it expressly contemplates service by email or other electronic technology.
In Ooki, the court reasoned that the governance forum was dedicated to discussion of the DAO's business and was tied directly to its governance process. Posting notice of the litigation there was therefore reasonably calculated to notify at least some of the token holders through whom the DAO acted. More importantly, the method worked: service through the Chat Box and forum produced discussion of the lawsuit on the forum and other public channels and prompted a governance vote about how to respond. The court concluded that the DAO had actual notice.
The court separately required the CFTC to serve Tom Bean and Kyle Kistner after learning that the two founders of Ooki's predecessor were identifiable token holders. But that did not displace the court's conclusion about electronic service. The judge expressly characterized the additional individual service as a "belt-and-suspenders" procedure undertaken even after the DAO had received actual notice.
Lido offers a variation on the same problem. On June 27, 2024, the court approved alternative service through a three-part package: mailing the summons and complaint to the address associated with the entity that ran Lido's user interface; sending them to the DAO's general counsel by email and social media; and posting them on Lido's governance forum. The court specifically cited Ooki for the proposition that posting to a DAO's governance forum can be reasonably likely to put the DAO on notice, and held that the three methods combined were reasonably calculated to give Lido DAO actual notice.
After service was deemed sufficient, an entity called Dolphin CL, LLC appeared and moved to dismiss with respect to Lido DAO. Dolphin said it had been created by unaffiliated LDO token holders. The court questioned whether it was proper for Dolphin to appear on Lido's behalf; Samuels reserved the right to challenge the maneuver but responded to Dolphin's motion on the merits, so the court concluded that it did not need at that stage to decide whether Dolphin's appearance was sufficient to prevent a default.
The lesson is uncomfortable in a specific way. The forum you built to run governance may also become a place where litigation papers can effectively reach the organization. From the court's perspective, that may be a feature rather than a bug: it is a channel the DAO itself has chosen for conducting organizational business.
The risk is not necessarily that notice posted to a forum will reach no one. It may reach many people while reaching no one with clearly established authority, mandate, or resources to respond. That was not proved to be the reason Ooki defaulted. Instead, the court concluded that Ooki's nonappearance was strategic despite actual notice. But the structural risk remains. A complaint can be known throughout a community while the organization still lacks a predetermined mechanism for retaining counsel, authorizing expenditures, and making litigation decisions.
Ooki's was a final judgment. But it was a final judgment entered without the DAO appearing to litigate its defenses. The court treated the well-pleaded allegations as true, considered whether they were sufficient to establish the asserted violations, and entered judgment after the DAO chose not to participate.
Unreachable is not a legal status. Unrepresented is.
What Wyoming Does About It
Wyoming's two DAO statutes answer the front-door question differently, and the difference is worth understanding before you pick one.
The DAO LLC fixes a door. The DAO Supplement requires each Wyoming DAO LLC to have and continuously maintain a registered agent in Wyoming under Chapter 28 of Title 17, Wyoming's Registered Offices and Agents provisions. The registered office must be a physical Wyoming street location where the registered agent, or an authorized person associated with the agent, can accept service.
The registered agent is required to accept process directed to the entity. If the entity has no registered agent, or the agent cannot be served with reasonable diligence, Wyoming law permits service by registered or certified mail to the entity's principal office. Current law also permits the Secretary of State, in specified circumstances involving an absent or unservable registered agent, to serve the entity electronically, and the statute separately preserves service under the Wyoming Rules of Civil Procedure.
The result is a known physical Wyoming service point. The tradeoff is deliberate serviceability. The benefit is predictability: process ordinarily arrives through a person whose statutory role includes accepting it rather than first surfacing in whatever online channel a plaintiff can persuade a court is likely to reach the organization.
The DUNA makes a formal service agent optional. Wyoming's DUNA Act makes the association a legal entity separate from its members for purposes of determining and enforcing rights, duties, and liabilities in contract and tort. It provides that a DUNA may institute, defend, intervene in, or participate in judicial and administrative proceedings in its own name. And it provides that a judgment or order against the DUNA is not, by itself, a judgment or order against a member or administrator.
As to the door, the statute says that a DUNA may file a statement with the Secretary of State appointing an agent authorized to receive service of process. The statement identifies a Wyoming person authorized to receive service and that person's Wyoming address. Appointment of a formal service agent is therefore optional.
But the absence of a filed agent does not put a Wyoming DUNA in the same position Ooki occupied. Wyoming has already supplied a statutory service hierarchy. Section 17-32-111 provides that a summons and complaint against a DUNA shall be served on an agent authorized to receive service or on a person authorized to administer the affairs of the DUNA. If none of them can be served, service may be made on a member. An appointed agent therefore creates a clear, designated Wyoming service point, but it is not the statute's exclusive route to the association.
That changes the tradeoff. Skipping the optional agent filing does not make the DUNA unserviceable. It means that, under Wyoming's statute, process may instead go to someone authorized to administer the DUNA and, if none of those people can be served, to a member. For a DAO whose administrators or members may be pseudonymous, geographically dispersed, or difficult to identify, a filed service agent may still offer substantial practical value: not because it makes service legally possible, but because it creates a predictable recipient.
And Wyoming's statutory hierarchy does not necessarily exhaust every service question in litigation outside Wyoming. In federal court, Rule 4(h) can incorporate service law from the state where the district court sits or where service is made. The applicable rules therefore depend on the forum and the circumstances of service.
The DUNA's judgment rule also deserves precision. Wyoming provides that a judgment against the association is not, merely by virtue of that judgment, a judgment against a member or administrator. Nothing in that rule says the protection disappears because the DUNA defaults. But the protection solves a different problem. It does not preserve the DUNA's own defenses, prevent judgment against the association, or protect association assets from the consequences of a judgment against the DUNA.
The entity shield and the litigation-response mechanism are therefore separate pieces of the architecture. A DAO may need both.
Either way, someone has to answer. A door is not a defense. Even a DAO with a perfectly functioning registered or service agent still needs a person or body with authority to act once process arrives: to retain counsel, direct the defense, authorize treasury expenditures, respond to emergency motions, and make litigation decisions on a timetable that may be much shorter than an ordinary governance cycle.
Lido illustrates the institutional problem without establishing any single solution to it. After service was complete, Dolphin CL appeared purporting to act with respect to Lido DAO, saying it had been created by unaffiliated token holders. The court questioned the propriety of that arrangement and deferred deciding whether Dolphin's appearance was legally sufficient to prevent a default.
Governing documents can address the operational side in advance: who may retain counsel, who directs litigation, what spending authority accompanies that role, when emergency authority can be exercised without a full governance vote, and how those decisions are reported back to the membership. Where applicable law controls who can formally receive service, of course, the governance documents and any required filings must work within those rules.
Litigation deadlines are measured in days. Governance cycles are not.
One note for the international reader: a Wyoming registered or service agent creates a domestic place where process may be served when the applicable rules authorize that method. It does not by itself determine personal jurisdiction, nor does it dictate how a court in another country will require process to be served. Foreign proceedings may implicate the procedural law of the foreign forum and applicable international agreements concerning service.
The Point
The instinct behind never designating an agent is that being hard to find is a form of protection. Ooki shows why that instinct is unreliable. The absence of a conventional service point did not stop the case. The court looked instead to the channels through which the DAO actually communicated and governed, held the Chat Box and governance forum sufficient under the circumstances, and found that the DAO had actual notice.
Lido reinforces the point from a different angle. There, the governance forum was one part of a broader package of alternative service that the court held sufficient. In neither case did decentralization make notice legally impossible.
Wyoming gives wrapped DAOs more structure. A DAO LLC must maintain a registered agent. A DUNA need not appoint a formal service agent, but Wyoming law itself identifies other people who can receive process: a person authorized to administer the association and, if none can be served, a member.
So the question your DAO should settle before anyone sues it is not whether it can be found.
It is who, on the day it is found, has the authority to answer.
References
Commodity Futures Trading Commission v. Ooki DAO, No. 3:22-cv-05416-WHO, Order Concluding That Service Has Been Achieved (N.D. Cal. Dec. 20, 2022). Order
Commodity Futures Trading Commission v. Ooki DAO, No. 3:22-cv-05416-WHO, Order Granting Motion for Default Judgment (N.D. Cal. June 8, 2023). Order
Commodity Futures Trading Commission v. Ooki DAO, No. 3:22-cv-05416-WHO, Default Judgment and Permanent Injunction (N.D. Cal. June 8, 2023). Judgment
Samuels v. Lido DAO, No. 3:23-cv-06492-VC, Order Regarding Alternative Service (N.D. Cal. June 27, 2024). Order
Samuels v. Lido DAO, No. 3:23-cv-06492-VC, Order on Motions to Dismiss (N.D. Cal. Nov. 18, 2024). Order
Samuels v. AH Capital Management, LLC, et al., No. 25-5701 (9th Cir. filed Sept. 9, 2025). Appellate docket
Federal Rule of Civil Procedure 4. Federal Rules of Civil Procedure
Federal Rule of Civil Procedure 17. Federal Rules of Civil Procedure
California Code of Civil Procedure § 413.30. California Code of Civil Procedure § 413.30
Wyoming Statutes, Title 17, Chapter 31, Decentralized Autonomous Organization Supplement. Wyoming Statutes Title 17
Wyoming Statutes, Title 17, Chapter 28, Registered Offices and Agents. Wyoming Statutes Title 17
Wyoming Statutes, Title 17, Chapter 32, Decentralized Unincorporated Nonprofit Association Act, including Wyo. Stat. §§ 17-32-107, 17-32-109–111. Wyoming Statutes Title 17
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