Utah Decentralized Autonomous Organization Act

In force, as amended · Effective 2024-01-01 · Last verified 2026-10-13

A decentralized autonomous organization is an organization created by one or more smart contracts that implements rules enabling individuals to coordinate for decentralized governance, formed as an entity under this Act. A decentralized autonomous organization is governed first by this Act and then by its by-laws. A qualifying decentralized autonomous organization is a legal entity separate and distinct from its members.

Statutory text behind this summary

Official name

Chapter 22 Decentralized Autonomous Organization Act

Utah Code Title 16, Chapter 22 (heading), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Sentence 1

"Decentralized autonomous organization" means an organization: (a) created by one or more smart contracts; (b) that implements rules enabling individuals to coordinate for decentralized governance of an organization; and (c) that is an entity formed under this chapter.

Utah Code § 16-22-101(6), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Sentence 2

A decentralized autonomous organization shall be governed by the following, listed in order of primacy: (1) this act; (2) the by-laws of the decentralized autonomous organization;

Utah Code § 16-22-102(1)-(2), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Sentence 3

A decentralized autonomous organization that meets the requirements of this act: (1) shall be deemed a legal entity separate and distinct from the decentralized autonomous organization's members;

Utah Code § 16-22-104(1), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)

Citation: Utah Code §§ 16-22-101 to 16-22-406

16-22-406 Taxation.

Utah Code § 16-22-406 (heading), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Entity types: DAO, LLD

the abbreviation: (A) "L.L.D."; (B) "LLD"; (C) "L.D."; or (D) "LD." (b) In the name of a decentralized autonomous organization: (i) "limited" may be abbreviated as "Ltd."; and (ii) "decentralized autonomous organization" may be abbreviated as "DAO."

Utah Code § 16-1a-303(9)(a)-(b), Utah Code Title 16, Chapter 1a, Provisions Applicable to All Business Entities (effective October 1, 2026)
Enacted: 2023-03-13

3/13/2023 Governor Signed

H.B. 357 (2023 General Session), Bill Status / Votes, H.B. 357 (2023 General Session), Decentralized Autonomous Organizations Amendments, Bill Status
Effective: 2024-01-01

Effective Date: 1 Jan 2024

H.B. 357 (2023 General Session), Bill Status (Effective Date), H.B. 357 (2023 General Session), Decentralized Autonomous Organizations Amendments, Bill Status
Official text: Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)

Features

Select a feature to see the statutory text it comes from.

Name must include	The name of a limited liability decentralized autonomous organization must contain the words "limited liability decentralized autonomous organization" or "limited decentralized autonomous organization," or the abbreviation L.L.D., LLD, L.D., or LD. (9) (a) The name of a limited liability decentralized autonomous organization shall contain: (i) the term: (A) "limited liability decentralized autonomous organization"; or (B) "limited decentralized autonomous organization"; or (ii) the abbreviation: (A) "L.L.D."; (B) "LLD"; (C) "L.D."; or (D) "LD." Utah Code § 16-1a-303(9)(a), Utah Code Title 16, Chapter 1a, Provisions Applicable to All Business Entities (effective October 1, 2026)
Management	As a condition of formation, the organization's governance system must be decentralized. the governance system of the decentralized autonomous organization is decentralized Utah Code § 16-22-201(3)(f), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
For profit or nonprofit	A qualifying decentralized autonomous organization may have any lawful purpose. may have any lawful purpose Utah Code § 16-22-104(4), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Smart-contract identifier	Formation requires evidence that the organization is deployed on a permissionless blockchain and has a unique public address through which its transactions can be reviewed and monitored. (a) the decentralized autonomous organization is deployed on a permissionless blockchain; (b) the decentralized autonomous organization has a unique public address through which an individual can review and monitor the decentralized autonomous organization's transactions; Utah Code § 16-22-201(3)(a)-(b), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Inactivity dissolution	The Act does not tie dissolution to a period of member inactivity. The source text does not address this. Checked: Utah Code §§ 16-22-101 to 16-22-406, Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Member and disclosure thresholds	Formation requires evidence that the organization's governance system is decentralized and that it has at least one member. (f) the governance system of the decentralized autonomous organization is decentralized; (g) the decentralized autonomous organization has at least one member; Utah Code § 16-22-201(3)(f)-(g), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Liability (statutory text)	A member may only be liable for the on-chain contributions the member has committed, and is not personally liable for excess liability, the organization's obligations, or another member's wrongful act or omission in the member's capacity as a member, except that (1) a member who votes against complying with an enforceable judgment may be liable for ordered monetary payments in proportion to the member's governance-rights share, and (2) a member remains personally liable in tort for the member's own wrongful act or omission. (1) Except as set forth in Subsections (2) and (3), a member: (a) may only be liable for the on-chain contributions that the member has committed to the decentralized autonomous organization; (b) may not be held personally liable for any excess liability after the decentralized autonomous organization's assets have been exhausted; (c) may not be held personally liable for any obligation incurred by the decentralized autonomous organization; and (d) may not be held personally liable, in the member's capacity as a member, for the wrongful act or omission of any other member of the decentralized autonomous organization. (2) If a decentralized autonomous organization refuses to comply with an enforceable judgment, order, or award entered against the decentralized autonomous organization, the members who voted against compliance may be liable for any monetary payments ordered in the judgment, order, or award in proportion to the member's share of governance rights in the decentralized autonomous organization. (3) Subsections (1) and (2) do not affect the personal liability of a member in tort for a member's own wrongful act or omission. Utah Code § 16-22-202(1)-(3), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Tax (statutory text)	If eligible and electing to be classified as a corporation for federal tax purposes, the organization is subject to Utah's corporate franchise and income tax; otherwise, it is classified as a partnership for state tax purposes. (1) If a decentralized autonomous organization recognized by this act is eligible to elect to be classified as a corporation for federal tax purposes, and the decentralized autonomous organization makes that election, the decentralized autonomous organization shall be subject to the provisions of Title 59, Chapter 7, Corporate Franchise and Income Taxes. (2) (a) Unless the decentralized autonomous organization makes the election described in Subsection (1), a decentralized autonomous organization recognized by this act shall be classified as a partnership for tax purposes and subject to the provisions of Title 59, Chapter 10, Part 14, Pass-Through Entities and Pass-Through Entity Taxpayers Act. Utah Code § 16-22-406(1), (2)(a), Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)
Government formation fee	The Division of Corporations and Commercial Code's Certificate of Organization form for a decentralized autonomous organization states a $300.00 non-refundable filing fee. $300.00 Non-Refundable Filing Fee Certificate of Organization of a Decentralized Autonomous Organization (form), Certificate of Organization of a Decentralized Autonomous Organization (application form)
Government annual fee	The Act does not itself state an annual fee amount. The source text does not address this. Checked: Utah Code §§ 16-22-101 to 16-22-406, Utah Code Title 16, Chapter 22, Decentralized Autonomous Organization Act (effective October 1, 2026)

Amendments

2026-10-01: Renumbers the Act from Title 48, Chapter 5 to Title 16, Chapter 22 under S.B. 41 (2026 General Session, Business Entity Technical Amendments); operative sections carry forward under new section numbers.

renumbers Title 48, Chapter 5, Decentralized Autonomous Organization Act, to Title 16, Chapter 22, Decentralized Autonomous Organization Act

S.B. 41 (2026 General Session, Business Entity Technical Amendments), Highlighted Provisions, S.B. 41 Business Entity Technical Amendments (2026 General Session), enrolled copy
2026-10-01: Repeals the name-requirement (formerly § 48-5-105), fee-schedule (§ 48-5-107), division-certificate (§ 48-5-108), and annual-report (§ 48-5-204) sections rather than carrying them forward into the renumbered chapter.

Section 48-5-105, Permitted names. Section 48-5-107, Fees. Section 48-5-108, Certificates issued by the division. Section 48-5-204, Annual report to the division.

S.B. 40 (2026 General Session, Business Entity Amendments), Section 296 (Repealer), S.B. 40 Business Entity Amendments (2026 General Session), enrolled copy