The Uniswap Foundation has proposed forming a new legal entity called “DUNI” under Wyoming’s Decentralized Unincorporated Nonprofit Association (DUNA) law.
According to an official blog post, this entity would wrap the current Uniswap DAO in a legal structure while keeping its decentralized governance in place. Wyoming’s DUNA framework is designed for blockchain-based groups and allows them to sign contracts, hire service providers, and meet tax and regulatory rules without becoming a traditional company.
If this proposal gets approved, Uniswap Governance would become the biggest decentralized group yet to adopt this law. The plan includes sending $16.5 million worth of UNI tokens to cover back taxes and penalties plus set aside funds for legal defense.
The Uniswap Foundation said it expects an IRS bill of under $10 million for past obligations, noting that the DAO never elected to be taxed as a corporation. DUNI would not let fee revenue go directly to UNI holders, but it would open the door for the DAO to turn on protocol fees and send them into its treasury instead.
The proposal also includes $75,000 for Cowrie, an advisory firm co-founded by David Kerr, to act as administrator for DUNI. Kerr was closely involved in drafting the Wyoming DUNA law, which passed in March 2024. Nistler called Kerr “a good confidant and advisor” during the evaluation process.
The Uniswap Foundation said it spent the last year looking for the right legal path, speaking with delegates, hosting policy roundtables, and funding early-stage legal research for DAO structures.
According to the foundation, the Wyoming’s DUNA law, matches federal rules like the CLARITY Act while keeping the decentralized nature of the DAO intact. The Foundation said the move would give members more legal certainty and reduce risks of unlimited liability.
“This is just the beginning,” the Foundation wrote in its blog post. It also added that DUNI could be a model for other decentralized groups looking for legal standing without losing their values.
“As governance evolves, so too must the legal and regulatory frameworks that support it.” The foundation said in its blog post.
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