History – MIDAO

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v1.4.2 · currentEm dashes become spaced en dashes (VOICE.md); dashes inside quotes and source titles kept–
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    Category DAO legal-wrapper ser… LLC (https://www.midao.org) —– a limited-liability company p… Also marketed for AI agents —– MIDAO now sells the same DAO …/tooling/dao-tooling-overview)

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    MIDAO is a formation-and-manag…LLCs (https://www.midao.org) —– a limited-liability entity pu…ather than the software layer.

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    The Marshall Islands DAO Act …-0050_2.pdf) (52 MIRC Ch. 7) —– the first national law to rec…(c), amended by P.L. 2023-83) —– sub-DAOs with ring-fenced ass… as valid corporate machinery.

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    How the DAO LLC is structured …ficers, trustees, or managers —– the DAO can remain member-gov…over one billion XRD have run —– including a vote on the DAO’s…y ahead of any case law on it.

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    How Caper approaches this A l…iability and legal personhood —– who can be sued, who signs th…lk away. Those are orthogonal —– a DAO could form a Marshall I…d run its treasury as a caper —– but they are not substitutes:… court serving your help desk.

v1.4.1Split paragraphs over 150 words at sentence boundaries; wording unchanged.–
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    Why a legal wrapper An unwrap…rship/dao-legal-structures) ). CFTC v. Ooki DAO (2023) (http…NA, and the Cayman foundation.

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    The Marshall Islands DAO Act …at matter for real treasuries.Both now sit in §703 of the Ac… as valid corporate machinery.

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    How the DAO LLC is structured …ather than settled in advance.In the Foundation’s words, “th…supports, not who can use it.”The fit is a structural one ra…y ahead of any case law on it.

v1.4.0The Radix wrapper is no longer open: the Transition RAC signed with MIDAO and paid on 5 September 2026 (t.me/RadixAccountabilityCouncil/988) for Radix DLT DAO LLC, and on 17 September was finishing its submissions (…/1037). Replaces 'which wrapper, and when, is not yet on the record'; links radix.wiki's incorporation card.–
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    How the DAO LLC is structured …foundation is the notable part; which wrapper, and when,. The council forming the entity has since chosen this one: on 5 September 2026 (https://t.me/RadixAccountabilityCouncil/988) it signed with MIDAO and paid the registration fee for Radix DLT DAO LLC, a non-profit Marshall Islands DAO LLC, and on 17 September (https://t.me/RadixAccountabilityCouncil/1037) it was finishing its not yet on the recordsubmissions on MIDAO's onboarding portal, with no filing date given. radix.wiki tracks the filing on its incorporation card (https://radix.wiki/ideas/dao-incorporate-duna-llc) . Through 2026 MIDAO has also…y ahead of any case law on it.

v1.3.1Narrow the unhedged partnership claim. The page stated as settled law that an unwrapped DAO 'is ... treated as a general partnership' and that 'every token-holding member' is jointly and severally liable, and offered CFTC v. Ooki DAO as the proof - a default judgment about the ENTITY, not its members. The two rulings that did reach member liability (Sarcuni, Samuels) are pleading-stage and disagree on reach; Samuels expressly holds that every token holder has NOT automatically joined.–
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    Why a legal wrapper An unwrapped DAO ris, in most jurisdictions,ks being treated as a general partnership — meaning every token-holding member can be held, which would leave its members jointly and severally liable …e organization's obligations. That exposure became concrete inHow far down the holder base that reaches is unsettled: Sarcuni v. bZx DAO (https://www.courtlistener.com/docket/63281750/sarcuni-v-bzx-dao/) (S.D. Cal. 2023) accepted a partnership comprising every token holder, while Samuels v. Lido DAO (https://www.courtlistener.com/docket/68095676/samuels-v-lido-dao/) (N.D. Cal. 2024) held that “every LDO holder … hasn't automatically joined the partnership” – and both are pleading-stage rulings that no court has yet decided on the merits (compared on our legal-structures pillar (/wiki/dao-governance/concepts/membership/dao-legal-structures) ). CFTC v. Ooki DAO (2023) (htt…ssRoom/PressReleases/8715-23) , where made the organization's exposure concrete – a US court held an unincorpor…d it through its help-chat box – but it was a default judgment about the DAO itself, not about its members. A legal wrapper interposes a…NA, and the Cayman foundation.

v1.3.0MIDAO: replaced an undated forward-looking claim about the Radix Foundation transferring its treasury to a Marshall Islands DAO LLC, sourced to community Telegram, with the Foundation's own dated 28 April 2026 status - the entity is not yet established, the jurisdiction was itself put to a token-holder vote, and nothing has been published since.–
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    How the DAO LLC is structured …dening at the base-layer level, too: t too, though the clearest instance of it is still unfinished. Through mid-2026 the Radix com… DAO LLC as the wrapper for theat L1’s own decentralization, with the Radix Foundation expected to transfer the network treasury to the DAO LLC once the entity is established ( community timeline, June 2026 (https://t.me/radix_dlt/992653) ) — a. The Radix Foundation’s own dated statement is more careful than the community discussion: in a status update of 28 April 2026 (https://www.radixdlt.com/blog/foundation-update-moving-to-maintenance-mode) it reports that an elected Radix Accountability Council is “well underway with setting up the DAO entity”, funded by a two-stage Foundation grant of $67,000 and 10m XRD, and that token-holder consultations drawing over one billion XRD have run — including a vote on the DAO’s location, which is to say the jurisdiction was itself put to holders rather than settled in advance. In the Foundation’s words, “the DAO entity is the remaining piece” and “treasury transfer follows from there”. Read on 4 September 2026, the Foundation has published nothing since saying the entity exists or that the treasury has moved. An established L1 reaching for the samean offshore DAO wrapper rather than standing up a bespoke foundation is the notable part; which wrapper, and when, is not yet on the record. Through 2026 MIDAO has also…y ahead of any case law on it.

v1.2.0Add MIDAO's own August 2026 statement of client composition (most clients are not self-described DAOs: protocol teams, investment collectives, NFT communities, AI-agent companies), citing the company account directly. The page previously asserted the non-DAO widening only from marketing copy.–
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    How the DAO LLC is structured …LLC (https://www.midao.org/) . In August 2026 the company stated (https://x.com/MIDAODS/status/2087162466392219710) that most of its clients do not call themselves DAOs, naming protocol teams, investment collectives, NFT communities, and AI-agent companies; in its own words, “the name reflects what the law supports, not who can use it.” The fit is a structural one r…y ahead of any case law on it.

v1.1.1Replace the unreachable GlobeNewswire press release with the RMI DAO Act 2022 statute itself (52 MIRC Ch. 7); quote the series and governance-token provisions from §703 with section references.–
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    The Marshall Islands DAO Act …its DAO Act in 2022 (https://www.globenewswire.com/news-release/2022/12/22/2578672/0/en/MIDAO-awarded-Facilitation-of-DAO-Registry-Process-by-government-of-Marshall-Islands.html) rmiparliament.org/cms/images/LEGISLATION/PRINCIPAL/2022/2022-0050/2022-0050_2.pdf) (52 MIRC Ch. 7) — the first national law to r…hat matter for real treasuries: Series DAO LLCs (. Both now sit in §703 of the Act itself rather than in commentary: a DAO LLC may have series under §79 of the Limited Liability Company Act, with “no additional reporting requirements for individual series… beyond the requirements for the DAO LLC itself” (§703(1)(c), amended by P.L. 2023-83) — sub-DAOs with ring-fenced assets and liabilities under one parent); and a clarification that governance tokens are not securities so long as t“a governance token conferring no economic rights shall not be deemed a security as defined in the Securities and Investment Act” (§703(2)(d)). They confer no economic rightsarve-out is conditional on the token carrying no economic rights, which is a narrower door than it is usually reported to be. The law expressly recognizes… as valid corporate machinery.

v1.1.0Freshness, verified against midao.org today: client count 250+ -> 300+; the DAO LLC is now marketed for AI agents as well as DAOs; adds a costs-and-tax section carrying the published price comparison against Cayman and Swiss, and the RMI's 3% gross-revenue tax on for-profit DAO LLCs, which the page did not state at all. (The earlier midao.io probe was a wrong-domain false positive: the page cites midao.org, which is live.)–
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    Category DAO legal-wrapper ser…taDAO, DFINITY, Gnosis Guild (25300+ DAO LLCs formedclients as of August 2026) Indicative cost ~$9,500 for…rboDAO" onboarding +$10,000) RMI tax 3% of gross revenue for for-profit DAO LLCs, paid directly to the government; non-profits are tax-exempt Also marketed for AI agents — MIDAO now sells the same DAO LLC as a wrapper for autonomous agents, not only for DAOs Related DAO legal structures (/wiki/daos-governance/concepts/membership/dao-legal…e DAO tooling stack (/wiki/daos-governance/tooling/dao-tooling-overview)

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    MIDAO is a formation-and-manag… the legal-wrapper (/wiki/daos-governance/concepts/membership/dao-legal… DAO tooling stack (/wiki/daos-governance/tooling/dao-tooling-overview)…ather than the software layer.

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    Why a legal wrapper An unwrap…l-structures pillar (/wiki/daos-governance/concepts/membership/dao-legal…NA, and the Cayman foundation.

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    How the DAO LLC is structured …ble jurisdictions and reports having formed more than 250 DAO LLCmore than 300 clients (https://www.midao.org) , in…nding up a bespoke foundation. Through 2026 MIDAO has also widened what the wrapper is sold for. Its site now markets the DAO LLC for "Web3, DAOs, and AI Agents", and states outright that you do not need to be a DAO to use a DAO LLC (https://www.midao.org/) . The fit is a structural one rather than marketing: the same features that suit an on-chain organization, no mandatory directors or officers, a smart contract able to serve as the operating agreement, and limited identification requirements for members, are the features an autonomous agent needs in order to hold assets and sign for itself without a human officer sitting behind it. Whether a court reaches the same conclusion is untested; the offering is currently ahead of any case law on it.

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    How Caper approaches this A l…e trapped-minority (/wiki/daos-governance/concepts/membership/rage-quit… court serving your help desk.

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    What it costs, and what the RMI takes MIDAO publishes a single all-inclusive price (https://www.midao.org/pricing) : $9,500 to form, plus a $2,000–$5,000 annual fee, with all MIDAO services and RMI government fees included and an optional +$10,000 "TurboDAO" add-on for entity creation inside 24 hours. Against the alternatives it lists on the same page, Cayman foundations start at $18,500 plus $5,575 a year, and Swiss foundations at $23,500 plus roughly $56,000 in locked capital. The line that matters more for a treasury is the tax treatment, and it is stated plainly: for-profit DAO LLCs pay the RMI a 3% gross revenue tax, paid directly to the government, while non-profits are tax-exempt. Gross revenue, not profit, is an unusual base for an on-chain organization. A protocol that routes fee income through the entity is taxed on the top line whatever its costs, so the wrapper decision and the cost structure (/wiki/dao-governance/concepts/analysis/dao-governance-operating-costs) of the organization interact rather than being independent choices. The non-profit path exists partly for that reason.

v1.0.0Repoint in-content DAO links to canonical typed taxonomy paths (2026-07-17 split carryover)–
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    Category DAO legal-wrapper ser…AO legal structures (/wiki/daos/concepts/membership/dao-legal-structures) · The DAO tooling stack (/wiki/daos/tooling/dao-tooling-overview)

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    MIDAO is a formation-and-manag… the legal-wrapper (/wiki/daos/concepts/membership/dao-legal-structures) layer o… DAO tooling stack (/wiki/daos/tooling/dao-tooling-overview)…ather than the software layer.

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    Why a legal wrapper An unwrap…l-structures pillar (/wiki/daos/concepts/membership/dao-legal-structures) compare…NA, and the Cayman foundation.

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    How Caper approaches this A l…e trapped-minority (/wiki/daos/concepts/membership/rage-quit-and-exit-rights) pr… court serving your help desk.

v1.0.0Fix dead Cointelegraph 404 -> official RMI/MIDAO government announcement (GlobeNewswire, 2022)–
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    The Marshall Islands DAO Act …its DAO Act in 2022 (https://cointelegraph.com/news/marshall-islands-legally-recognizes-daos-as-domestic-limited-liability-companieswww.globenewswire.com/news-release/2022/12/22/2578672/0/en/MIDAO-awarded-Facilitation-of-DAO-Registry-Process-by-government-of-Marshall-Islands.html) — the first national law to… as valid corporate machinery.

v1.0.0Add L1-adoption note: Radix community discussing a Marshall Islands DAO LLC wrapper + Foundation treasury transfer (cited to the official Radix Telegram, June 2026); framed as in-progress community discussion, not an official decision.–
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    How the DAO LLC is structured …AO, DFINITY, and Gnosis Guild. Adoption is widening at the base-layer level, too: through mid-2026 the Radix community discussed (https://t.me/radix_dlt/993163) a Marshall Islands DAO LLC as the wrapper for the L1’s own decentralization, with the Radix Foundation expected to transfer the network treasury to the DAO LLC once the entity is established ( community timeline, June 2026 (https://t.me/radix_dlt/992653) ) — an established L1 reaching for the same offshore wrapper rather than standing up a bespoke foundation.

v1.0.0Create MIDAO tooling page — Marshall Islands DAO LLC formation service: RMI DAO Act (2022, amended + Series DAO LLCs + securities clarification), on-chain governance/no-officers/KYC structure, 250+ clients, indicative pricing; internal links to legal-structures + tooling-overview + rage-quit; contract-honest How-Caper note (wrapper vs economics are orthogonal).–
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    Category DAO legal-wrapper service (formation & management) Founded 2022, following the Republic of the Marshall Islands (RMI) DAO legislation Entity formed Marshall Islands DAO LLC (https://www.midao.org) — a limited-liability company purpose-built for on-chain organizations Government role Exclusive public–private partnership authorized by the RMI to process and manage DAO LLC registrations Notable clients Pyth Network, MetaDAO, DFINITY, Gnosis Guild (250+ DAO LLCs formed) Indicative cost ~$9,500 formation + ~$2,000–$5,000/yr (optional 24-hour "TurboDAO" onboarding +$10,000) Related DAO legal structures (/wiki/dao/concepts/dao-legal-structures) · The DAO tooling stack (/wiki/dao/tooling/dao-tooling-overview)

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    MIDAO is a formation-and-management service that incorporates Marshall Islands DAO LLCs (https://www.midao.org) — a limited-liability entity purpose-built to give a decentralized autonomous organization legal personhood without forcing it to abandon on-chain governance. It operates as an exclusive public–private partnership (https://www.midao.org) with the Republic of the Marshall Islands (RMI) government, and is the channel most DAOs use to obtain a Marshall Islands wrapper. It sits in the legal-wrapper (/wiki/dao/concepts/dao-legal-structures) layer of the DAO tooling stack (/wiki/dao/tooling/dao-tooling-overview) rather than the software layer.

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    Why a legal wrapper An unwrapped DAO is, in most jurisdictions, treated as a general partnership — meaning every token-holding member can be held jointly and severally liable for the organization's obligations. That exposure became concrete in CFTC v. Ooki DAO (2023) (https://www.cftc.gov/PressRoom/PressReleases/8715-23) , where a US court held an unincorporated DAO liable and served it through its help-chat box. A legal wrapper interposes a limited-liability entity between members and the outside world, giving the DAO a bank account, the ability to sign contracts, standing to sue and be sued, and a liability shield for its participants. MIDAO's product is the fastest-adopted of the offshore options; our legal-structures pillar (/wiki/dao/concepts/dao-legal-structures) compares it against the Wyoming DAO LLC, the Wyoming DUNA, and the Cayman foundation.

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    The Marshall Islands DAO Act The RMI adopted its DAO Act in 2022 (https://cointelegraph.com/news/marshall-islands-legally-recognizes-daos-as-domestic-limited-liability-companies) — the first national law to recognize a DAO as a domestic LLC in its own right, rather than retrofitting a general-purpose company statute. The statute was later amended (https://www.midao.org/blog-posts/marshall-islands-dao-llc-vs-cayman-foundation-full-comparison) and complemented by DAO Regulations, adding two features that matter for real treasuries: Series DAO LLCs (sub-DAOs with ring-fenced assets and liabilities under one parent) and a clarification that governance tokens are not securities so long as they confer no economic rights. The law expressly recognizes on-chain governance, tokenized membership, and smart-contract voting as valid corporate machinery.

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    How the DAO LLC is structured - On-chain membership & governance. Membership and voting can run entirely through ERC-20 tokens, other crypto tokens, or smart contracts (https://docs.midao.org) ; the smart contract itself can serve as the operating agreement. - No mandatory officers. There is no requirement to appoint directors, officers, trustees, or managers — the DAO can remain member-governed. - Limited disclosure. Members face limited identification and disclosure requirements, allowing pseudonymous participation (though formation still runs KYC on the organizers). - For-profit or non-profit. A DAO LLC can be either; non-profits are approved as such at founding, can operate as ownerless entities, and are tax-exempt. MIDAO markets fixed, lower costs than comparable jurisdictions and reports having formed more than 250 DAO LLCs (https://www.midao.org) , including Pyth Network, MetaDAO, DFINITY, and Gnosis Guild.

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    How Caper approaches this A legal wrapper and an economic design answer different questions, and a DAO can want both. MIDAO solves liability and legal personhood — who can be sued, who signs the lease. A caper (/wiki/foundations/what-is-a-caper) instead reshapes the on-chain economics: members buy in on a bonding curve, the treasury is spent only through explicit on-chain proposals, and every member holds an always-available right to redeem their pro-rata, participation-weighted share of the treasury and walk away. Those are orthogonal — a DAO could form a Marshall Islands DAO LLC for its off-chain footing and run its treasury as a caper — but they are not substitutes: a liability shield does nothing about the trapped-minority (/wiki/dao/concepts/rage-quit-and-exit-rights) problem, and an exit right does nothing about a court serving your help desk.