DAO LLC Availability by State — Explainer

Matrix explainer. Coverage: whether a state's LLC Act lets an LLC elect “decentralized autonomous organization” (DAO) status by statute. Source matrix: entity-innovation-availability-by-state, field dao_llc_available.

Short answer: what counts as a DAO LLC election

Wyoming and Tennessee let an LLC elect DAO status under their LLC Act. Wyoming was first, in 2021; Tennessee followed in 2022. Every other jurisdiction surveyed has no DAO-specific election inside its LLC Act — including a handful of states with DAO-adjacent or blockchain-adjacent laws that look close but test out differently once read directly.

The three-part statutory test

A state clears the bar only if its LLC Act contains all three of these, confirmed directly from the statute text:

• A dedicated chapter or supplement that applies the base LLC Act to a decentralized organization except where the new chapter says otherwise — not a stray definition or a passing mention.
• An election mechanism: a statement in the articles of organization that the company is a decentralized autonomous organization, available to new formations and, in both states that qualify, to an existing LLC converting by amendment.
• A legal-name marker requirement — the entity's name must include a DAO-denoting term (Wyoming: “DAO,” “LAO,” or “DAO LLC”; Tennessee: “DO,” “DAO,” “DO LLC.,” or “DAO LLC.”).

A state that has only one or two of these elements does not clear the bar. A dedicated chapter without its own election mechanism is a drafting curiosity, not a usable status; an election mechanism borrowed from an unrelated chapter does not create a DAO-specific one; and a state that lets an LLC's name reference blockchain or DAO concepts without requiring that reference as a condition of a specific election is describing branding, not a statutory test. All three elements have to trace to the same chapter.

General LLC freedom-of-contract — the fact that most states let members structure governance however an operating agreement provides, which could in principle describe something DAO-shaped — does not satisfy this test on its own. Without a named chapter, an election mechanism, and a name-marker requirement, a state is scored “no,” not “informally yes.”

Wyoming and Tennessee, specifically

Wyoming's Decentralized Autonomous Organization Supplement (W.S. 17-31-101 to 17-31-116, enacted 2021) states plainly: “A decentralized autonomous organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized autonomous organization” (17-31-104(a)). The election and name-marker requirements sit in the same section (17-31-104(b)–(d)).

Tennessee's Decentralized Organization Supplement (Tenn. Code Ann. §§48-250-101 to -115, enacted 2022 as Public Chapter 852) follows the same shape: the base LLC Act applies to a decentralized organization except where the new chapter provides otherwise (§48-250-102), the election runs through the articles of organization for new or converting LLCs (§48-250-103(a)–(b)), and the legal name must carry a DAO-denoting marker (§48-250-103(d)).

What can print now

The Wyoming and Tennessee readings above are direct readings of each state's own LLC Act as it stands today, but neither they nor a count across the full matrix currently print through this site's strict facts mechanism. Every cell in the source matrix — every field, across every jurisdiction — lacks the cell-level publication status that mechanism requires, and no source-recheck family has yet been assigned to the matrix's DAO cells.

Georgia's DAO election status specifically remains typed unknown rather than confirmed no, pending a primary-source check this project has not yet completed. A complete affirmative-or-negative reading across every jurisdiction cannot be derived until that gap closes and every contributing cell clears an accepted first-print receipt.

Until then, the classification test and the Wyoming/Tennessee readings above stand as sourced narrative, not as facts served through the site's own binding mechanism.

DAO-adjacent laws and ordinary LLC flexibility

A few jurisdictions have real, enacted legislation that sits close to this topic without clearing the bar — worth naming directly so the distinction is clear, not just implied by their absence from the “yes” list:

• Utah enacted its own Decentralized Autonomous Organization Act in 2023 (Title 48, Chapter 5) — but it creates a separate, non-LLC entity type with its own formation and filing requirements. The statute itself bars the words “limited liability company” from a Utah DAO's legal name. A Utah DAO is a different structure, organized under a different chapter, not a DAO LLC.
• Vermont has permitted a Blockchain-Based LLC election since 2018 (11 V.S.A. §§4171–4176) — any LLC that uses blockchain technology for a material part of its business may elect BBLLC status. That is a technology-use designation, not a DAO-governance designation, and Vermont has no separate chapter naming or defining a DAO.
• West Virginia enacted a “Decentralized Unincorporated Nonprofit Association Act” in the same bill that touched its LLC statute — a leaderless-nonprofit-governance framework, a distinct and older legal concept predating blockchain DAOs, and not an LLC election of any kind.
• Virginia came closest to a third state without enacting one: a 2026 bill titled the “Limited Liability Decentralized Autonomous Organization (LLD) Act” was introduced but failed — passed by indefinitely in committee on a 15-0 vote. No DAO chapter exists in Virginia's LLC Act as a result.

Each of these examples illustrates a different way a state can look DAO-adjacent without clearing the three-part test above: a separate non-LLC entity type, a technology-use election instead of a governance election, an older nonprofit-governance concept reusing DAO-era terminology, and a bill that never became law. None of them retroactively expands the Wyoming/Tennessee reading above, and none should be read as a softer or partial version of either election.

What availability does not prove

• This is a count of statutes, not a count of DAOs actually formed. This page tracks whether the legal election exists, not how many entities have used it in either state.
• General LLC flexibility is not a substitute. An LLC in any of the other jurisdictions can still structure member governance broadly through its operating agreement — that freedom exists nationwide and is a separate question from whether the state's LLC Act has a named DAO election.
• Legislation changes. Virginia's failed 2026 bill is a snapshot, not a permanent status — a future session could reintroduce and pass similar language. Confirm current status against the state's own legislature before relying on this page.

None of this changes with the management structure a DAO LLC chooses, the presence or absence of a blockchain component in its actual operations, or how a court in a different jurisdiction might later characterize a DAO-governed entity in an unrelated dispute. The election establishes a state-law LLC status under the criteria above; it does not, on its own, settle any of those separate questions.

The research methodology explains how this site classifies primary sources, typed unknowns, and strict printability in more detail.

Sources

The primary source for the Wyoming and Tennessee readings above is each state's own LLC Act, read directly rather than through a secondary summary. The entity-innovation-availability-by-state matrix is the structured record of that reading, with the dao_llc_available field as its DAO-specific column. The source registry explains how this site classifies and cites primary versus secondary sources; nothing on this page relies on an aggregator, a competitor's page, or a secondary summary as its source of record.

See also: Entity Innovation Availability by State (matrix) · Close LLC by State — Explainer · Series LLC by State — Explainer

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Private Pierce does not provide legal advice.

This page is not a substitute for the advice of an attorney.