Decentralized Autonomous Organization Act 2022
In force, as amended · Effective · Last verified
A Marshall Islands DAO LLC is a resident domestic limited liability company whose certificate of formation or LLC agreement contains a statement that the company is a decentralized autonomous organization. The Limited Liability Company Act of 1996 applies to DAO LLCs to the extent not inconsistent with the DAO Act. Formation of a DAO LLC that complies with the Act must be approved and registered within 30 days of the initial application.
Statutory text behind this summary
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Official name
This Act may be cited as the Decentralized Autonomous Organization Act, 2022.
P.L. 2022-50 §101, Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted)
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Sentence 1
A decentralized autonomous organization is a resident domestic limited liability company whose certificate of formation or limited liability company agreement contain a statement that the company is a decentralized autonomous organization as described in subsection (3) of this section.
P.L. 2022-50 §104(1), Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted)
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Sentence 2
The Limited Liability Company Act of 1996 applies to DAO LLC's to the extent not inconsistent with the provisions of this Chapter.
DAO Act §103(1)(a), as enacted by P.L. 2023-83 §102(2), Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text
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Sentence 3
Formation of a DAO LLC that is in compliance with this Act shall be approved and registered within 30 days of the initial application.
DAO Act §105(5), as enacted by P.L. 2023-83 §102(3), Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text
Features
Select a feature to see the statutory text it comes from.
| Name must include |
The registered name of a DAO LLC must denote its status as a decentralized autonomous organization, specifically the designation "DAO LLC".
P.L. 2022-50 §104(4), Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted) |
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| Management |
Management is vested in the organization's members if member managed, or in the smart contract if algorithmically managed, unless the certificate of formation or LLC agreement provides otherwise.
P.L. 2022-50 §108, Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted) |
| For profit or nonprofit |
A DAO LLC shall form and operate for any lawful purpose, whether or not for profit, and its certificate of formation and LLC agreement must state that its purpose is to engage in any lawful act or activity for which DAO LLCs may be organized under the Act.
DAO Act §105(3), as amended by P.L. 2023-83 §102(3), Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text |
| Smart-contract identifier |
The certificate of formation or LLC agreement must include a publicly available identifier of any smart contract directly used to manage, facilitate or operate the DAO.
P.L. 2022-50 §106(2), Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted) |
| Inactivity dissolution |
The dissolution section does not list inactivity among its dissolution events.The source text does not address this. Checked: P.L. 2022-50 §114; P.L. 2023-83 §102(6) amends only §114(3), Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted) |
| Member and disclosure thresholds |
A DAO LLC's foreign investment business license application must give the names and other information of beneficial owners or other members with 25% or more of the governance rights, and no information about other members.
DAO Act §103(4)(b), as enacted by P.L. 2023-83 §102(2), Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text |
| Liability (statutory text) |
The Limited Liability Company Act of 1996 applies to DAO LLCs to the extent not inconsistent with the DAO Act.
DAO Act §103(1)(a), as enacted by P.L. 2023-83 §102(2), Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text |
| Tax (statutory text) |
DAO LLCs and the persons or entities doing business with them are not subject to the Income Tax Act, except that a DAO LLC that elects for-profit status is subject to §109 and §110 and pays a tax on gross revenue.
DAO Act §103(3)(a), as enacted by P.L. 2023-83 §102(2), Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text |
| Government formation fee |
The Act does not itself state a dollar formation fee.The source text does not address this. Checked: P.L. 2022-50 §§101-119, as amended by P.L. 2023-83, Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted) |
| Government annual fee |
The Act does not itself state a dollar annual fee.The source text does not address this. Checked: P.L. 2022-50 §§101-119, as amended by P.L. 2023-83, Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted) |
Amendments
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: Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified 2023-10-25.
I hereby place my signature before the Clerk this 25th day of October 2023.
P.L. 2023-83, Certificate, Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text
Where to file
Every DAO LLC must maintain a registered agent (DAO Act §105(2)), which the law leaves its regulations to define (DAO Act §102(q)). It is named in DAO Regulations 2024 §5(1): MIDAO Directory Services, Inc. MIDAO operates this site.
Filings go to the Registrar of Resident Domestic and Authorized Foreign Corporations.
Legal text behind this section
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Registered agent requirement
A DAO LLC shall have and continuously maintain in the Republic the registered agent as defined herein upon whom process against a DAO LLC or any notice or demand required or permitted by law to be served may be served.
DAO Act §105(2), Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text
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Registered agent definition
"Registered agent" shall be defined in the regulations promulgated under this Chapter;
DAO Act §102(q), Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text
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Registered agent
and the Memorandum of Agreement between the Government of the Republic of the Marshall Islands and MIDAO Directory Services, Inc., dated July 5, 2022, the Registered Agent for every DAO LLC shall be MIDAO Directory Services, Inc.
DAO Regulations 2024 §5(1), Decentralized Autonomous Organization Regulations 2024
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Filing body
"Registrar" means the Registrar of Resident Domestic and Authorized Foreign Corporations;
P.L. 2022-50 §102(j), Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted)
Sources
- Decentralized Autonomous Organization Act 2022 (P.L. 2022-50, as originally enacted), Nitijela of the Republic of the Marshall Islands. Retrieved . Archived copy.
- Decentralized Autonomous Organization (Amendment) Act, 2023 (P.L. 2023-83), certified text, Nitijela of the Republic of the Marshall Islands. Retrieved . Archived copy.
- Decentralized Autonomous Organization Regulations 2024, Nitijela of the Republic of the Marshall Islands. Retrieved . Archived copy.
From the site operator
MIDAO, which operates this site, publishes a free guide to forming a DAO LLC in the Marshall Islands.
Cite this
daollc.org, "Decentralized Autonomous Organization Act 2022," https://www.daollc.org/laws/mh/dao-act-2022/, verified 2026-10-19.