Can a Non-U.S. DAO Form a Wyoming DUNA?

A DAO does not need U.S. founders, U.S. token holders, or a Wyoming office to use Wyoming’s DUNA statute. The Act’s eligibility test asks different questions: does the association have at least 100 members joined by mutual consent for a common nonprofit purpose, has it elected into the DUNA Act, and is it not already organized under another law? Nothing in that test requires U.S. citizenship or residency.

That makes the DUNA unusually accessible to a globally distributed DAO. It does not make the resulting structure “offshore.” Once you elect Wyoming law, you have deliberately brought a U.S. legal entity into the structure. The real question for an international DAO is not whether foreigners are allowed in. They are. It is whether a U.S. nonprofit-association wrapper fits the DAO’s economics, governance, tax plan, and off-chain operations.

This piece covers four things: who can qualify, why 100 wallets are not necessarily 100 members, what “forming in Wyoming” actually requires, and where international teams usually meet the practical friction.

The Statute Does Not Ask for Passports

Wyoming defines a DUNA as an unincorporated nonprofit association with at least 100 members joined by mutual consent under an agreement for a common nonprofit purpose, which has elected to be formed under the Act and is not formed under another law governing its organization or operation. A “person” can be an individual or a long list of legal entities. Membership turns on the DUNA’s governing principles, not nationality or residence.

Wyoming knew how to impose a geographic requirement when it wanted one: if a DUNA chooses to file a statement appointing an agent for service of process, that agent must be in Wyoming. The DUNA itself may list an out-of-state address. The statute is built to accommodate an association whose actual community is somewhere else.

There is an important caveat. If the same organization is already formed under another law—for example, through an existing foreign legal wrapper—you should not assume that a one-line Wyoming election simply turns that entity into a DUNA. The DUNA definition expressly requires that the association not be formed under another law governing its organization or operation. Restructuring an existing Cayman, Swiss, Marshall Islands, or other vehicle is a different problem from an unwrapped global DAO electing Wyoming law.

One Hundred Wallets Are Not Necessarily One Hundred Members

The more interesting eligibility question is usually not residence. It is membership.

A DUNA needs at least 100 members, and those members must be “joined by mutual consent under an agreement.” Membership is determined by the governing principles. A token-holder list, Discord count, or 100 wallet addresses therefore does not automatically prove that the statutory threshold has been met.

The governing principles can be much broader than a conventional paper operating agreement. Wyoming expressly allows the term to include agreements, smart contracts, consensus-formation algorithms, enacted governance proposals, and established practices. Membership interests can be determined from the distributed ledger technology on which the DUNA relies.

The drafting problem is to make the legal membership rule and the protocol’s actual governance rule point to the same people. If holding one token makes you a voter on-chain but the written DUNA agreement says membership requires staking, delegation, or affirmative acceptance, you may have two populations where everyone assumed there was one.

The 100-member threshold also has to be maintained. Under Wyoming’s current statute, if membership falls below 100, a DUNA that satisfies Wyoming’s ordinary unincorporated nonprofit association requirements automatically converts to a Wyoming UNA unless its governing principles provide otherwise; if it does not qualify as a UNA, falling below 100 is a dissolution trigger. For a DAO with transferable governance rights, member-count mechanics are part of entity maintenance.

You Do Not Form a DUNA the Way You Form an LLC

A Wyoming DAO LLC begins with a filing. A DUNA is more of an oddball.

The DUNA Act does not make a Secretary of State formation certificate part of the eligibility test. The association qualifies by satisfying the statutory definition and electing into the Act. Wyoming separately permits a DUNA to file a statement appointing an agent for service of process, but the statute says it “may” make that filing. It is not what creates the DUNA.

That lightweight design can collide with institutions built around certificates. Nouns DAO described the problem to the Wyoming Legislature in 2025. In public comments seeking an optional registration mechanism, Nouns said DUNAs could exist without registration but that the absence of registration created friction with Know Your Business procedures; it reported that Mercury had denied its bank-account application because the bank’s process could not verify DUNA status.

A Global DAO Still Becomes a U.S. Entity

This is the tradeoff international teams should focus on.

A DUNA can have members scattered around the world. But its governing principles identify Wyoming as the jurisdiction of formation, Wyoming law governs the entity, and the DUNA is a legal entity separate from its members for contract and tort purposes.

Federal tax rules do not turn a U.S.-organized business entity foreign merely because its participants live abroad. Treasury Regulation § 301.7701-5 treats a business entity created or organized under state law as domestic. Federal tax classification is a separate analysis (“nonprofit” under Wyoming law is not itself federal tax exemption) but foreign membership does not erase the U.S. side of the structure.

The same point appears at the EIN stage. IRS Form SS-4 accommodates a foreign responsible party who has no SSN or ITIN: the instructions permit “foreign” or “N/A” on that line when appropriate, and international applicants without a U.S. office have non-online application routes. But the IRS still asks for a responsible party, an individual who ultimately controls the entity or exercises ultimate effective control over its funds or assets.

That is a small form with a large governance question buried inside it. A DAO may design a system in which nobody can act alone, then meet an off-chain form that asks for one human name. The answer need not undo decentralization. It does need to match the DUNA’s actual allocation of administrative authority.

The Better Question Is Whether You Want the U.S. Nexus

For an international DAO, eligibility is usually the easy part. Fit is harder.

First, look at economics. A DUNA may engage in profit-making activity, but profits generally must serve or be set aside for its common nonprofit purpose, and the Act generally prohibits dividends or distributions of income or profits to members. It permits reasonable compensation for services—including voting or participation—and several other specified payments. If the protocol’s basic design is to distribute profits to token holders because they hold the token, the DUNA is probably the wrong branch of Wyoming law.

Second, define membership precisely enough that the 100-member threshold can be measured. A statute that does not require a centralized list of member names still needs a legal answer to who is and is not a member.

Third, map off-chain authority. Wyoming does not require a DUNA to have an administrator, but if someone must obtain an EIN, sign contracts, deal with a bank, retain professionals, or execute governance decisions, the governing principles should say who can do what, on what conditions, and subject to which checks.

Finally, separate Wyoming entity law from every other jurisdiction in the structure. A Wyoming DUNA does not answer the home-country tax position of a foreign contributor or the regulatory rules that apply where services are offered. One legal home for the association does not make the rest of the world disappear.

The Point

Yes: a non-U.S. DAO can use a Wyoming DUNA, and its members do not have to move, incorporate themselves in America, or become U.S. persons to do it.

But that answer is almost too easy. The DUNA is useful precisely because it gives a distributed community a legal home without requiring the community itself to become local. The price of that convenience is that the organization has consciously chosen a U.S. legal home—and the tax, banking, governance, and compliance questions that follow from having one.

Wyoming does not ask where your members sleep. It asks what organization they have agreed to build.

Sources

Wyoming Legislature, Wyoming Statutes, Title 17, Chapter 32 — Wyoming Decentralized Unincorporated Nonprofit Association Act (current text). Wyoming Title 17 statutes

Wyoming Legislature, 2026 SF0022 / 2026 Wyo. Sess. Laws ch. 25, Unincorporated nonprofit associations—amendments, effective July 1, 2026. 2026 enrolled act SF0022

Internal Revenue Service, Instructions for Form SS-4 (12/2025). IRS Form SS-4 instructions

Internal Revenue Service, Treas. Reg. § 301.7701-5, Domestic and Foreign Business Entities, reproduced in Internal Revenue Bulletin 2006-9. IRS regulation publication

Nouns DAO, Public Comment on Amendments to the Wyoming DUNA Law, submitted May 8, 2025 to the Wyoming Select Committee on Blockchain, Financial Technology and Digital Innovation Technology. Nouns DAO legislative comment