Utah DAOs and Donts: New Law Provides Limited Liability for … – JD Supra

New crypto legislation is skiing down Utahs silicon slopes. On March 13, 2023, the Utah Decentralized Autonomous Organizations Act was signed into law, taking effect on January 1, 2024.

While other states such as Wyoming, Tennessee, and Vermont have enacted legislation enabling decentralized autonomous organizations to be formed as limited liability companies, Utah is the first state to classify DAOs as a distinct legal entity a limited liability decentralized autonomous organization. Key provisions of the Utah DAO Act are described below.

An LLD is an organization that exists as a set of rules encoded on a permissionless blockchain in one or more smart contracts. LLDs may have different classes of members but must be formed by at least one natural person.

An LLD is primarily governed by the Utah DAO Act and the organizations bylaws, except where both are silent the Utah Revised Uniform Limited Liability Company Act governs.

Traditionally, small privately-held legal entities, such as corporations, are not required to submit their bylaws to regulators. However, the Utah DAO Act includes unique protective measures governing an LLDs software. For instance, the Utah DAO Act requires each LLD to provide the Utah Division of Corporations with evidence that its software code has undergone quality assurance and that it has a graphical user interface from which all transactions originating from, or addressed to, the LLDs smart contracts can be monitored.

Members of an LLD are only liable for their on-chain contributions to the LLD. Members are not personally liable for the actions of other members nor are they personally liable for any of the LLDs obligations in excess of its assets, except that LLD members who vote for the LLD to not comply with a court-ordered remedy may be personally liable in proportion to each of their shares of governance rights in the LLD.

The Utah DAO Act specifically permits any DAO member to be represented by a proxy who has the power to exercise all of the DAO members rights, including voting. However, the bylaws may limit a proxys power.

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Utah DAOs and Donts: New Law Provides Limited Liability for ... - JD Supra

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