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Wyoming2021Enacted

SF0038

Rules for Decentralized Autonomous Organizations

Last scannedAug 25, 2026, 2:25 AM

In one sentence

This act establishes rules for forming and managing decentralized autonomous organizations (DAOs) in Wyoming.

What it does

  • Defines a DAO as a limited liability company that can be managed by smart contracts or members.
  • Sets up laws to form and manage DAOs, including how they are created, managed, and dissolved.

Who it affects

  • People who want to form or manage a decentralized autonomous organization in Wyoming.

Limits and unknowns

  • The bill does not change existing laws for limited liability companies unless they become DAOs.
  • It only applies to organizations formed under Wyoming law and does not affect other states or countries.

Plain language

Terms to know

Decentralized Autonomous Organization (DAO)
A type of limited liability company that can be managed by smart contracts or members.
Smart Contract
An automated agreement that executes the terms of an agreement based on certain conditions.

Official record

Sources

Validated

Official summary

Bill Summary - 21LSO-0263 Bill No.: SF0038 Effective: 7/1/2021 12:00:00 AM LSO No.: 21LSO-0263 Enrolled Act No.: SEA No. 0073 Chapter No.: 162 Prime Sponsor: Select Committee on Blockchain, Financial Technology and Digital Innovation Technology Catch Title: Decentralized autonomous organizations. Subject: Decentralized autonomous organizations. Summary/Major Elements: A decentralized autonomous organization (DAO) is a limited liability company with special provisions allowing the company to be algorithmically run or managed (in whole or in part) through smart contracts executed by computers. This bill creates a supplement to the Wyoming Limited Liability Company Act to provide law controlling the creation and management of a DAO. The provisions of the LLC Act apply to a DAO except as specifically modified by the supplement. This bill establishes baseline requirements for member managed or algorithmically managed DAO's and provides definitions and regulations for DAO formation, articles of organization, operating agreements, smart contracts, management, standards of conduct, membership interests, voting rights, the withdrawal of members and dissolution. The above summary is not an official publication of the Wyoming Legislature and is not an official statement of legislative intent. While the Legislative Service Office endeavored to provide accurate information in this summary, it should not be relied upon as a comprehensive abstract of the bill.

Public statements

Why lawmakers voted

Last checked Aug 6, 1:50 AM

Jared Olsen

R · H11

Voted Yes

Why they voted this way

The speaker supports the report because it prohibits foreign companies from obtaining a certificate of authority, ensuring that only entities domiciled in Wyoming can utilize its laws. He also explains that deleting default withdrawal provisions is appropriate since these organizations will always have smart contracts or operating agreements to govern such matters.

Public statementFloor statement at 5:04 Watch the statement
Voted Yes

Why they voted this way

The speaker generally supports the conference report, specifically praising the decision to delete language regarding withdrawal as an elegant solution.

Public statementFloor statement at 10:16 Watch the statement
Voted Yes

Why they voted this way

The lawmaker supports lowering the fee for foreign-domiciled companies because they believe it is necessary to generate revenue without discouraging filings.

Public statementFloor statement at 1:33:52 Watch the statement

Mike Yin

D · H16

Voted Yes

Why they voted this way

The lawmaker supports the amendment because they do not understand why articles of organization must be amended every time a smart contract is updated.

Public statementFloor statement at 1:36:27 Watch the statement

Wyoming roll calls

Recorded votes

8 roll calls

H Adopted SF0038JC001: 48-5-7-0-02021-04-07 · House48 yes 5 no
S Adopted SF0038JC001: 30-0-0-0-02021-04-07 · Senate30 yes 0 no
S Concur:Failed 0-29-1-0-02021-04-02 · Senate0 yes 29 no
H 3rd Reading:Passed 53-5-2-0-02021-04-02 · House53 yes 5 no
H 3rd Reading:Pursuant to HR 7-7 Accelerated to 3rd Reading 58-1-1-0-02021-04-02 · House58 yes 1 no
H09 - Minerals:Recommend Do Pass 9-0-0-0-02021-03-24 · House9 yes 0 no
S 3rd Reading:Passed 28-2-0-0-02021-03-17 · Senate28 yes 2 no
S07 - Corporations:Recommend Amend and Do Pass 5-0-0-0-02021-03-10 · Senate5 yes 0 no

Official activity

Bill history

  1. Assigned Chapter Number 162LSO
  2. Governor Signed SEA No. 0073 Governor
  3. H Speaker Signed SEA No. 0073House
  4. S President Signed SEA No. 0073Senate
  5. Assigned Number SEA No. 0073LSO
  6. H Appointed JCC01 MembersHouse
  7. S Appointed JCC01 MembersSenate
  8. S Concur:Failed 0-29-1-0-0Senate
  9. S Received for ConcurrenceSenate
  10. H 3rd Reading:Passed 53-5-2-0-0House
  11. H 3rd Reading:Pursuant to HR 7-7 Accelerated to 3rd Reading 58-1-1-0-0House
  12. H 2nd Reading:PassedHouse
  13. H COW:PassedHouse
  14. H Placed on General FileHouse
  15. H09 - Minerals:Recommend Do Pass 9-0-0-0-0House
  16. H Introduced and Referred to H09 - MineralsHouse
  17. H Received for IntroductionHouse
  18. S 3rd Reading:Passed 28-2-0-0-0Senate
  19. S 2nd Reading:PassedSenate
  20. S COW:PassedSenate

Changes

Amendments

7 stored

SF0038H2001

The amendment adds new section 17-31-116 to the bill, establishing annual fees for decentralized autonomous organizations.

SF0038H2002

The amendment removes specific lines from the bill text related to decentralized autonomous organizations and adjusts numbering in other parts of the document.

SF0038H2003

The amendment changes how members can leave a decentralized autonomous organization (DAO) by requiring them to give written notice instead of just leaving.

SF0038H3001

The amendment reduces the fee for forming a decentralized autonomous organization from $1,000 to $500.

SF0038H3002

The amendment changes the definition of organizations in the bill by removing certain words and making a small punctuation change.

SF0038JC001

This amendment removes certain sections and adds new language to the bill regarding foreign decentralized autonomous organizations.

SF0038SS001

The amendment modifies the bill to clarify that membership interests in decentralized autonomous organizations can be digital securities or consumer assets, and it makes minor grammatical changes.