Choosing a Jurisdiction

How Five State DAO Statutes Compare

The Landscape

Five states have enacted DAO-specific legislation. Each takes a different approach — from New Hampshire’s prescriptive 11-requirement framework to Vermont’s permissive LLC overlay. The choice of jurisdiction depends on what your DAO needs: maximum legal certainty, minimal regulatory burden, or something in between.

This page compares the five state DAO statutes side by side, examining formation requirements, decentralization standards, fiduciary duty treatment, dispute resolution, and entity structure. For a deep dive into New Hampshire’s specific requirements, see the Registry Requirements checklist; for the mathematical analysis of decentralization, see Measuring Decentralization.

Requirements Comparison

The table below shows which of the eleven listing requirements imposed by New Hampshire’s RSA 301-B:15 are also found in the other four state DAO statutes. New Hampshire is the most demanding; no other state requires all eleven.

Requirement	NH	WY	UT	TN	VT
(a) Permissionless blockchain	Required	—	Required	—	—
(b) Public address	Required	—	Required	—	—
(c) Open-source code	Required	—	Required	—	—
(d) Quality assurance testing	Required	—	Required	—	—
(e) Graphical user interface	Required	—	Required	—	—
(f) Public bylaws	Required	Required	Required	Optional	—
(g) Public communications	Required	—	Required	—	—
(h) Internal dispute resolution	Required	—	Required	—	—
(i) Third-party dispute resolution	Required	—	—	—	—
(j) Decentralized network	Required (ongoing)	—	At formation	—	—
(k) Decentralized governance	Required (ongoing)	—	At formation	—	—

Note the contrast: Wyoming requires an operating agreement (analogous to bylaws) but does not mandate any of the technical infrastructure or decentralization requirements. Utah closely mirrors NH on technical requirements but does not require third-party dispute resolution and requires decentralization only at formation, not on an ongoing basis. Tennessee allows but does not require an operating agreement. Vermont’s BBLLC statute is an enabling framework that imposes no DAO-specific requirements.

Jurisdiction Profiles

Each state’s DAO statute reflects a distinct legislative philosophy. The profiles below summarize the key features of each framework.

NH New Hampshire (RSA 301-B, 2024)

Approach: Standalone chapter, 31 sections, most prescriptive of the five states
Entity type: “New Hampshire DAO” — a distinct entity, not an LLC
Formation: Notice to Secretary of State plus registry listing (§ 301-B:12)
Filing fee: $100
Registry: Blockchain-based, administered by UNH-IOL (§ 301-B:14)
Decentralization: Required “at all times” with 20% bright-line and three-prong test (§ 301-B:5(IX))
Fiduciary duties: No implied fiduciary duties (§ 301-B:20)
Fallback law: RSA 304-C (LLC Act) (§ 301-B:28)
Unique features: Third-party dispute resolution, QA testing by registry administrator, code-supremacy clause, contentious fork rules

WY Wyoming (Wyo. Stat. §§ 17-31-101 to -116, 2021)

Approach: Supplement to LLC Act (Chapter 29), 16 sections
Entity type: “DAO LLC” — an LLC with DAO designation
Formation: Articles of organization filed with Secretary of State
Decentralization: Not defined with numerical thresholds
Management: May be “algorithmically managed” or “member managed”
Fiduciary duties: LLC Act duties apply by default
Unique features: First state to enact DAO legislation; algorithmically managed option

UT Utah (Utah Code §§ 48-5-101 to -406, 2023)

Approach: Within LLC code, 26 sections
Entity type: “DAO LLC”
Formation: Certificate of organization with Division of Corporations; 9 requirements at formation
Decentralization: Required at formation but NOT “at all times”
Fiduciary duties: Modified business judgment rule (§ 48-5-307)
Unique features: Closest to NH on technical requirements; addresses forks and failure events

TN Tennessee (Tenn. Code Ann. §§ 48-250-101 to -115, 2022)

Approach: Supplement to LLC Act (Chapter 249), 15 sections
Entity type: “Decentralized Organization” (DO or DAO)
Formation: Articles of organization filed with Secretary of State
Decentralization: Not defined; no numerical thresholds
Management: Member-managed or smart-contract-managed
Fiduciary duties: No fiduciary duty unless contractually agreed (§ 48-250-109)
Unique features: Lightest touch; smart-contract-managed option; NOTICE OF RESTRICTIONS on duties/transfers

VT Vermont (11 V.S.A. § 4173, 2018)

Approach: Single section within LLC Act, not a separate entity type
Entity type: Blockchain-Based LLC (BBLLC) — an LLC with blockchain governance election
Formation: Standard LLC formation with blockchain governance election
Decentralization: Not addressed
Unique features: First state to legislate (2018); permissive/enabling rather than prescriptive

Key Differences

The five state DAO statutes vary along several major axes. Understanding these differences is essential for choosing the right jurisdiction.

1. Prescriptiveness

New Hampshire imposes 11 registry requirements with ongoing compliance obligations. Tennessee, at the other extreme, sets minimal requirements at formation only. Wyoming and Utah fall in between, and Vermont operates as a pure enabling statute with no DAO-specific requirements at all.

2. Decentralization Standards

New Hampshire is the only state with a quantitative decentralization test: the 20% bright-line threshold, enforced “at all times” through a three-prong definition with rolling lookback windows. Utah requires decentralization at formation but does not impose ongoing monitoring. Wyoming, Tennessee, and Vermont do not define decentralization with numerical thresholds.

3. Entity Structure

New Hampshire creates a standalone entity type (“New Hampshire DAO”) in its own chapter. Wyoming, Utah, and Tennessee layer DAO provisions onto existing LLC statutes, creating a “DAO LLC” variant. Vermont adds a single section to its LLC Act to permit blockchain-based governance without creating a new entity type at all.

4. Fiduciary Duties

New Hampshire and Tennessee eliminate implied fiduciary duties by default — participants and administrators owe no fiduciary duties to the DAO or each other unless the bylaws say otherwise. Wyoming applies standard LLC fiduciary duties by default. Utah takes a middle path with a modified business judgment rule that accounts for the role of smart contracts in DAO governance.

5. Dispute Resolution

New Hampshire uniquely requires both internal dispute resolution (among participants) and third-party dispute resolution (with outsiders). No other state DAO statute mandates a mechanism for resolving disputes with third parties. Utah requires internal dispute resolution but not third-party. Wyoming, Tennessee, and Vermont leave dispute resolution entirely to the operating agreement.

6. Registry Technology

New Hampshire is the only state that requires a blockchain-based registry administered by a designated entity (UNH-IOL). All other states use standard state filing with the Secretary of State or Division of Corporations. The NH registry is designed to enable automated on-chain monitoring of ongoing compliance.

Resources and Further Reading

State Statutes

N.H. Rev. Stat. Ann. ch. 301-B — Full statutory text with interactive annotations (this site)
Wyo. Stat. §§ 17-31-101 to -116 — Wyoming DAO Supplement (SF0038, 2021)
Utah Code §§ 48-5-101 to -406 — Utah Decentralized Autonomous Organizations Act (HB 357, 2023)
Tenn. Code Ann. §§ 48-250-101 to -115 — Tennessee Decentralized Organizations (SB 2854, 2022)
11 V.S.A. § 4173 — Vermont Blockchain-Based LLCs (2018)

Registry Requirements — Interactive checklist of the 11 NH requirements
Measuring Decentralization — Mathematical analysis, interactive calculator, and state comparison

Scholarship

Oranburg, Seth C., “How is Decentralization Legally Defined?” (HiDL paper) — Compares decentralization definitions across all four post-2018 state DAO statutes