AN ACT RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE ISLAND DECENTRALIZED AUTONOMOUS ORGANIZATION ACT (Establishes the “Decentralized Autonomous Organization (DAO) Act” that would position Rhode Island as a forward-thinking leader in blockchain innovation by giving DAOs clear legal status as limited liability companies.)

H7843

2026 -- H 7843
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LC005609
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STATE OF RHODE ISLAND
IN GENERAL ASSEMBLY
JANUARY SESSION, A.D. 2026
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A N A C T
RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE
ISLAND DECENTRALIZED AUTONOMOUS ORGANIZATION ACT

Introduced By:
Representative Stephen M. Casey

Date Introduced:
February 27, 2026

Referred To:
House Corporations
It is enacted by the General Assembly as follows:
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SECTION 1. Title 7 of the General Laws entitled "CORPORATIONS, ASSOCIATIONS,
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AND PARTNERSHIPS" is hereby amended by adding thereto the following chapter:
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CHAPTER 17
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RHODE ISLAND DECENTRALIZED AUTONOMOUS ORGANIZATION ACT
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7-17-1. Purpose and recognition.

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(a) By adopting this legislation, Rhode Island can compete effectively for blockchain talent
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and investment, drive economic growth in emerging tech sectors, and open new avenues for
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projects, financing and public-private collaboration while upholding strong oversight,
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cybersecurity protections, and full federal compliance.
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(b) A decentralized autonomous organization may be recognized as a limited liability
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company under Rhode Island law when it satisfies the governance and reporting requirements
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established in this chapter.
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7-17-2. Articles of organization.

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A decentralized autonomous organization limited liability company shall include in its
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articles of organization a declaration that it is a decentralized autonomous organization limited
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liability company, the address of the on-chain governance contract or protocol, the name and
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address of a registered agent for service of process in Rhode Island, and provisions that specify
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member’s rights, voting thresholds, and procedures for amendments.

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7-17-3. Governance and liability.

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Governance may occur through smart contracts or digital consensus mechanisms. Member
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liability is limited to the amount of each member’s financial contribution unless fraud or willful
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misconduct is proven. A decentralized autonomous organization limited liability company may sue
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and be sued in its own name.
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7-17-4. Reporting and oversight.

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Decentralized autonomous organization limited liability companies shall file an annual
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report with the department of business regulation (” the department”) that discloses the status of
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governance and any technical modifications. The department shall issue guidance on filing
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procedures and review processes, and cybersecurity standards consistent with regard to compliance
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with any laws pertaining to Rhode Island financial institutions cybersecurity law.
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7-17-5. Regulatory sandbox.

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The state shall establish a limited-term regulatory sandbox that permits decentralized
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autonomous organization entities to pilot public and private projects, including infrastructure and
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financing initiatives, under department oversight. Participants shall maintain compliance with anti-
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money laundering, know-your-customer, and Financial Crimes Enforcement Network (FinCEN)
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obligations.
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7-17-6. Dissolution and conversion.

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A decentralized autonomous organization limited liability company may convert to a
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traditional limited liability company or dissolve through a member vote recorded on-chain or by
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written consent filed with the secretary of state.
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7-17-7. Capital formation and project finance.

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A decentralized autonomous organization limited liability company may engage in capital
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formation through private placements of membership interests or governance tokens that comply
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with federal securities laws, including Regulation D (private placements), and may finance
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infrastructure projects, public-private partnerships, and other lawful initiatives through transparent
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on-chain mechanisms, subject to all applicable state and federal regulatory requirements.
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7-17-7. Rules and Regulations.

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The department of business regulation shall promulgate rule and regulations relating to the
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implementation and enforcement of this chapter.
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SECTION 2. This act shall take effect upon passage.
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LC005609
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EXPLANATION
BY THE LEGISLATIVE COUNCIL
OF
A N A C T
RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE
ISLAND DECENTRALIZED AUTONOMOUS ORGANIZATION ACT
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This act would authorize the formation of the decentralized autonomous organizations
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(DAO) and giving DAOs clear legal status as limited liability companies. It would create a
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predictable, business-friendly framework that provides limited liability protection, allow
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governance through smart contracts, support compliant capital raising and token issuance, and
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include a regulatory sandbox for safe testing of blockchain projects in infrastructure, finance, and
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public-private partnerships.
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This act would take effect upon passage.
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