CNUDMI - A CN.9.1267

United Nations Asenonzer RN 2 \ Y w

General Assembly Diste.: General 13 May 2026

Original: English only

United Nations Commission on International Trade Law Fifty-ninth session New York, 29 June — 10 July 2026 Exploratory work on decentralized autonomous organizations - review and possible model text Note by the Secretariat As described in A/CN.9/1248, the UNCITRAL secretariat engaged an expert consultant to support the exploratory work on decentralized autonomous organizations (DAOs), which has thus far involved the conduct of a review of existing laws on DAOs and the preparation of an initial draft of a possible model law on DAOs. The review, entitled Legal treatment of decentralized autonomous organizations: a review of existing national and transnational frameworks to support UNCITRAL'’s exploratory work in this area, is set forth in Annex I. The initial draft of a possible model law is set forth in Annex IL. This document is provided in English only, for information purposes.A/CN.9/1267 Annex I Legal treatment of decentralized autonomous organizations: a review of existing national and transnational frameworks to support UNCITRAL’s work in this area! Contents Executive summary Chapter 1: Purpose and Scope Chapter 2: Global Overview of DAO-Related Frameworks Chapter 3: DAO-Specific Statutory Overlays to Existing Legal Forms Chapter 4: COALA Model Law . 20 Chapter 5: Comparative Frameworks and Implications for Model-Law Design. Chapter 6: Towards an UNCITRAL Model Law on DAOs Appendix 1: References Appendix 2: Comparative Overview of Selected DAO Legal Frameworks ! The review was prepared for the UNCITRAL sceretariat by Mariana de la Roche Wills, with

Chapter 6: Towards an UNCITRAL Model Law on DAOs Appendix 1: References Appendix 2: Comparative Overview of Selected DAO Legal Frameworks ! The review was prepared for the UNCITRAL sceretariat by Mariana de la Roche Wills, with review and contributions by Professor Maria del Sagrario Navarro (University of Castilla-La Mancha) and Tonia Damvakeraki, PhD candidate (University of Nicosia). It supports the ongoing exploratory work by the UNCITRAL sccretariat on the private law implications of decentralized autonomous organizations (DAOs) and distributed ledger technologics (DLT) in intenational trade. Building on UNCITRAL’s prior mapping of legal issucs relating to DLT and DAOs (A/CN.9/1222; A/CN.9/1225), the report addresses a more specific question: how existing legal systems currently render DAOs legally operable within private law, and what those approaches imply for the development of a possible model law. 1/4A/CN.9/1267 Executive summary 2/5

1. The comparative analysis demonstrates that, to date, no jurisdiction has created DAOs as an entirely autonomous or ontologically sui generis category of legal person. Instead, DAOs are consistently accommodated within pre-existing private-law forms, most commonly limited liability companies, foundations, or associations, or addressed indirectly through regulatory frameworks focused on technology or function. Legislative and regulatory innovation has therefore concentrated on adapting existing legal concepts, rather than redefining legal personality itself. The reviewed frameworks illustrate a range of domestic techniques, including functional and non-institutional models, corporate overlays, association-based regimes, and bespoke statutory forms that may incorporate public-interest conditions or supervisory oversight.

Against this background, the comparative analysis identifies three broad techniques through which legal systems currently accommodate DAOs. ‘While the use of existing legal forms without DAO-specific legislation and the deployment of technologyor function-focused regulatory and legal frameworks provide important contextual insight, the analysis shows that

Against this background, the comparative analysis identifies three broad techniques through which legal systems currently accommodate DAOs. ‘While the use of existing legal forms without DAO-specific legislation and the deployment of technologyor function-focused regulatory and legal frameworks provide important contextual insight, the analysis shows that only DAO-specific statutory overlays on existing legal forms translate DAO-specific characteristics into a single, coherent private-law framework. By contrast, subsumption under general organizational law leaves DAO-specific issues largely unarticulated, while technologyor function-focused frameworks rely on the interaction of multiple regulatory regimes rather than a unified set of private-law principles. On this basis, the report concentrates analytically on DAO-specific statutory overlays, with detailed examination of the frameworks adopted in the Republic of the Marshall Islands, the State of Wyoming (United States), and the Emirate of Ras Al Khaimah (United Arab Emirates). These regimes illustrate how legislatures have addressed attribution, liability, governance, disclosure, and the legal relevance of on-chain activity through explicit statutory design choices. The analysis is complemented by a review of the COALA Model Law, which offers a non-statutory, technology-neutral articulation of functional equivalence based on transparency and verifiability rather than formal registration. A potential Model Law on DAOs should not seek to replicate national regimes, but to coordinate cross-border legal effects by articulating minimum conditions under which acts and transactions attributable to a DAO, as an organizational unit, may be recognized, attributed, and relied upon in international trade and private-law contexts. In this sense, the report positions a potential UNCITRAL Model Law not as a DAOrecognition mechanism per se, but as a framework for stabilising crossborder legal expectations while preserving domestic legal autonomy. Chapter 1: Purpose and Scope

5. This Chapter sets out the purpose, scope, and analytical framing of the report, situating it within UNCITRAL’s ongoing exploratory analytical work on the legal implications of distributed ledger technology and DAOs,

border legal expectations while preserving domestic legal autonomy. Chapter 1: Purpose and Scope

5. This Chapter sets out the purpose, scope, and analytical framing of the report, situating it within UNCITRAL’s ongoing exploratory analytical work on the legal implications of distributed ledger technology and DAOs, including the draft guidance on legal issues relating to the use ofA/CN.9/1267 10. distributed ledger technology in trade (A/CN.9/1222) and the note on legal issues relating to the use of DAOs in trade (A/CN.9/1225). Those documents provide a broad, technology-neutral mapping of legal issues and regulatory considerations arising from the use of DLTand DAOrelated arrangements across jurisdictions.

The present report does not seek to replicate that analysis. Instead, it responds to the need, identified in those documents, for a more focused and structurally comparative examination of how DAOs are accommodated within existing private-law frameworks, with a view to identifying design choices and legal techniques capable of informing the development of a future UNCITRAL Model Law. Accordingly, this report is intended to serve as an analytical foundation for the subsequent development of a potential Model Law addressing DAOs and comparable decentralized organizational arrangements. It draws on existing comparative research, regulatory practice, and multilateral analytical work to assess how different legal systems currently accommodate DAOs within private law. Its focus is not on promoting a particular organizational or governance model, but on identifying common legal patterns, points of divergence, and structural constraints that are relevant for cross-border operation, legal certainty, and interoperability. A central premise of this analysis is that, to date, no jurisdiction has established DAOs as a wholly new or sui generis category of legal person. Even where DAO-specific legislation has been enacted, DAOs are consistently embedded within pre-existing legal forms, most commonly limited liability companies, foundations, or association-type entities. Legislative innovation has therefore concentrated on adapting governance mechanisms, liability allocation, and asset-separation rules, particularly to

Even where DAO-specific legislation has been enacted, DAOs are consistently embedded within pre-existing legal forms, most commonly limited liability companies, foundations, or association-type entities. Legislative innovation has therefore concentrated on adapting governance mechanisms, liability allocation, and asset-separation rules, particularly to accommodate decentralized, token-based, or algorithmic decision-making, rather than on redefining the foundations of legal personality. Based on comparative analysis, the report identifies three principal techniques through which DAOs are legally accommodated:

1. DAO-specific statutory overlays on established private-law forms, which expressly recognise DAOs as a variant of an existing or bespoke organizational form and introduce tailored rules on governance, disclosure, liability, and the legal relevance of on-chain activity, including the interaction between smart contracts and legal instruments. ii. Use or adaptation of existing private-law entities without DAOspecific legislation, allowing DAO-like arrangements to operate through companies, foundations, or associations by contractual and organizational adaptation rather than by express statutory recognition. iii. Technologyor function-focused regulatory frameworks, which recognize DAO-related technologies or governance systems for regulatory or evidentiary purposes without creating legal personality or a distinct organizational form. ‘While the second and third categories provide important regulatory context, the report concentrates primarily on the first technique, DAO3/6A/CN.9/1267

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12. 13. specific statutory overlays on existing legal forms, because it addresses DAO-specific characteristics in a single, coherent private-law framework.

By contrast, the use of existing legal forms without DAO-specific legislation largely relies on subsumption under general organizational law, while technologyor function-focused frameworks depend on the interaction of multiple regulatory regimes rather than a unified set of private-law principles or standards suitable for model-law abstraction. The report provides a global overview of selected jurisdictions and then undertakes detailed analysis of four leading examples of DAO-specific statutory approaches: the Republic of the Marshall Islands; the State of

interaction of multiple regulatory regimes rather than a unified set of private-law principles or standards suitable for model-law abstraction. The report provides a global overview of selected jurisdictions and then undertakes detailed analysis of four leading examples of DAO-specific statutory approaches: the Republic of the Marshall Islands; the State of ‘Wyoming (United States), including both DAO LLC and Decentralized Unincorporated Nonprofit Association (DUNA) frameworks; and the Emirate of Ras Al Khaimah (United Arab Emirates). Together, these regimes illustrate how legislatures have anchored DAO-based arrangements within private law through explicit statutory design choices, including elective legal status, tailored governance and liability rules, recognition of on-chain records, and disclosureor registration-based safeguards, while preserving different degrees of decentralisation, organizational form, and regulatory oversight. The scope of the report is limited to issues of legal recognition, governance structures, asset separation, and liability regimes, as well as related private-law considerations that affect the legal operability of DAOs in cross-border contexts. The report does not provide a comprehensive analysis of regulatory compliance or financial regulation, including AML/CFT, taxation, securities law, insolvency, or sector-specific licensing requirements, except insofar as such matters are expressly embedded in the private-law frameworks examined. Building on this analysis, the report concludes with a structured comparative assessment and the identification of key design considerations intended to inform the possible development of a UNCITRAL Model Law on DAOs. Chapter 2: Global Overview of DAO-Related Frameworks 47 14. 15. This chapter draws on the findings of the Blockstand-BlackVogel Comparative Analysis Report: Legal Frameworks for DAOs (December 2024), which examined how selected jurisdictions have approached the legal recognition, governance, liability, and regulatory treatment of DAOs. Rather than reproducing a jurisdiction-by-jurisdiction analysis, this section provides a consolidated overview of the principal regulatory approaches that have emerged globally, highlighting converging patterns

2024), which examined how selected jurisdictions have approached the legal recognition, governance, liability, and regulatory treatment of DAOs. Rather than reproducing a jurisdiction-by-jurisdiction analysis, this section provides a consolidated overview of the principal regulatory approaches that have emerged globally, highlighting converging patterns and structural divergences relevant for comparative analysis and harmonization-oriented work. Existing regulatory approaches consistently embed DAO-like arrangements within pre-existing private-law legal forms, most commonly limited liability companies, foundations, or association-type entities. Jurisdictions diverge primarily in the legislative and regulatory techniques used to accommodate decentralized or algorithmic governance, rather than in the creation of new categories of legal personality.A/CN.9/1267 16. 17. These techniques may be broadly characterized as three recurring regulatory approaches through which DAOs are accommodated within domestic legal systems. First, some jurisdictions have adopted DAOspecific statutory regimes that expressly qualify DAOs as an existing legal form, while introducing targeted rules on governance, disclosure, or liability without creating a new category of legal personhood. Second, other jurisdictions rely on the use or adaptation of existing private-law entities, such as companies, foundations, or associations, allowing DAOlike arrangements to obtain legal personality through established organizational forms without DAO-specific legislation. Third, a number of jurisdictions have developed technologyor function-focused regulatory frameworks that recognize DAO-related technologies or governance mechanisms, such as smart contracts, tokenized participation, or distributed ledger systems, while leaving legal personality and organizational structure anchored in general private law. The following sections illustrate these approaches through selected jurisdictions, beginning with those that have adopted DAO-specific statutory regimes. (i) DAO-specific statutes that anchor decentralized organizations within private law 18. 19. Examples include the Republic of the Marshall Islands, where DAOs are registered as DAO LLCs under the Decentralized Autonomous Organization Act 2022; Ras Al Khaimah (United Arab Emirates), which

(i) DAO-specific statutes that anchor decentralized organizations within private law 18. 19. Examples include the Republic of the Marshall Islands, where DAOs are registered as DAO LLCs under the Decentralized Autonomous Organization Act 2022; Ras Al Khaimah (United Arab Emirates), which has established a bespoke DAO legal form through the DAO Association Regulations 2024 issued by the RAK Digital Assets Oasis Authority; and the United States (Wyoming), which has adopted a dual-track DAOspecific statutory approach. First, the Wyoming Decentralized Autonomous Organization Supplement operates as a statutory overlay to the limited liability company framework, enabling DAOs to obtain legal personality and limited liability through an adapted corporate form. Second, the Decentralized Unincorporated Nonprofit Association Act (2024) establishes a non-corporate organizational form expressly designed to accommodate decentralized and on-chain governance for nonprofit and public-purpose organizations, granting separate legal personality and liability shielding without incorporation. ‘While these statutes differ in terminology and organizational form, they share a common legislative technique: the deliberate anchoring of decentralized, code-governed organizations within private law through explicit rules on legal personality, governance, liability, and continuity. A detailed examination of these frameworks is provided in Chapter 3. (ii) Use or adaptation of existing private-law entities without DAO-specific legislation, allowing DAOlike arrangements to obtain legal personality through established company, foundation, or association law.

20. Examples include the Cayman Islands (foundation companies under the Foundation Companies Law, 2017), Estonia (private limited companies under the Commercial Code), and Switzerland (associations and foundations under the Swiss Civil Code).

Cayman Islands - Foundation Companies Law, 2017, Foundation Company 5/8A/CN.9/1267 6/9 21. 22. Allows the formation of Foundation Companies, a hybrid entity blending features of companies and trusts. The Foundation Companies Law, 2017 does not contain any reference to DAOs, nor does the Cayman Islands have

5/8A/CN.9/1267 6/9 21. 22. Allows the formation of Foundation Companies, a hybrid entity blending features of companies and trusts. The Foundation Companies Law, 2017 does not contain any reference to DAOs, nor does the Cayman Islands have a bespoke or DAO-specific legal framework. In practice, foundation companies are commonly used as legal wrappers for DAOs, but this usage arises from market practice rather than statutory recognition and on-chain governance mechanisms have no legal effect per se unless reflected in the company’s constitutional documents. A foundation company is a body corporate with separate legal personality, formed by registering a memorandum and articles of association with the Registrar of Companies. Notably, it does not require shareholders and may operate without members after formation. Each foundation company must have a licensed resident secretary (§16(1)). Governance is handled by a board of directors, and supervisors may be appointed to oversee compliance. The bylaws are not publicly filed and do not form part of its constitution (§12(3)—(4)). Estonia - Commercial Code, Private Limited Company (OU) 23. 24. 25. 26. Estonia does not have DAO-specific legislation, nor does the Commercial Code contain any reference to DAOs. In practice, DAOs may operate using a Private Limited Company (osaiihing, OU) as a legal wrapper, but this as well results from market practice rather than statutory recognition of DAO structures. An OU is a corporate body with separate legal personality (§ 2(3) Commercial Code) and limited liability for shareholders (§ 136). It is established through entry in the Commercial Register (§ 137) and governed by its articles of association (§ 139) and mandatory statutory corporate organs, in particular the management board (§ 180 ff.) and, where applicable, a supervisory board (§ 316 ff.). Estonia’s digital-bydefault public infrastructure enables fully remote incorporation, management, and filing, making the OU operationally attractive for

corporate organs, in particular the management board (§ 180 ff.) and, where applicable, a supervisory board (§ 316 ff.). Estonia’s digital-bydefault public infrastructure enables fully remote incorporation, management, and filing, making the OU operationally attractive for internationally distributed projects, including DAO-like arrangements. DAO governance mechanisms, such as on-chain voting, token-based participation, or automated execution of internal rules, may be mirrored or contractually referenced within the company’s internal governance framework, including shareholder agreements or internal rules supplementing the articles of association. However, legal capacity (§ 25), external representation (§ 181), and liability attribution derive exclusively from the OU as a legal person and its statutory organs, not from the DAO itself or from smart-contract systems as such. Token-related activities conducted by an OU may trigger separate regulatory obligations under Estonian financial, AML, or licensing regimes, depending on the nature of the activities. The use of an OU provides legal recognition and legal personality to the incorporated entity under Estonian company law. However, it does not constitute recognition of the DAO itself as a distinct legal form, nor does it attribute legal effects to on-chain governance or smart-contract mechanisms independently of the OU’s statutory corporate structure. The entity remains subject to allA/CN.9/1267 applicable regulatory and supervisory requirements arising from its activities. Switzerland — Swiss Civil Code (ZGB), Associations and Foundations 27. 28. 29. 30. Switzerland does not provide a DAO-specific legal regime. However, DAOs may operate through existing legal forms under the Swiss Civil Code, primarily as Associations (Art. 60-79 ZGB) or Foundations (Art. 80-89 ZGB). Associations may be formed with minimal formal requirements and acquire legal personality upon adoption of written statutes defining purpose, resources, and organization (Art. 60(1) ZGB). They allow for member-based governance structures, which may be aligned with on-chain

80-89 ZGB). Associations may be formed with minimal formal requirements and acquire legal personality upon adoption of written statutes defining purpose, resources, and organization (Art. 60(1) ZGB). They allow for member-based governance structures, which may be aligned with on-chain or hybrid governance mechanisms, without statutory requirements for capital endowment. Foundations require a dedicated endowment and must pursue a defined and lasting purpose (Art. 80 ZGB). Legal personality arises upon registration in the commercial register (Art. 52(2) ZGB in conjunction with Art. 81 ZGB). Governance is exercised by a foundation board, subject to supervisory oversight. Both structures confer separate legal personality and limited liability, enabling DAOs to interface with the legal system for contractual, regulatory, and asset-holding purposes. Their use does not equate to recognition of a DAO as such, but rather provides a legal wrapper through which decentralized or smart-contract-based governance arrangements may operate within Swiss private law. (iii) Technologyor function-focused regulatory frameworks that operate alongside general private law, recognising DAO-related technologies or governance systems without creating a distinct legal entity or automatically conferring legal personality.

31. Examples include Abu Dhabi Global Market (Distributed Ledger Technology Foundations Regulations 2023), Liechtenstein (Token and Trusted Technology Service Provider Act) and Malta (Innovative Technology Arrangements and Services Act, 2018), where DAO-style governance may be implemented on-chain while legal personality remains anchored in an underlying company, foundation, or association.

ADGM - Distributed Ledger Technology Foundations Regulations 2023 (UAE), DLT Foundation

32. The Regulation established a bespoke foundation-based legal structure under which decentralized or DLT-enabled projects may obtain legal personality and limited liability through the formation of a DLT Foundation. A DLT Foundation is constituted as a separate legal entity under ADGM law via a charter and registration process, with a minimum initial asset value of USD 25,000 to be contributed within six months of

personality and limited liability through the formation of a DLT Foundation. A DLT Foundation is constituted as a separate legal entity under ADGM law via a charter and registration process, with a minimum initial asset value of USD 25,000 to be contributed within six months of registration (§19(1)-(2)). Each DLT Foundation must maintain a registered office in ADGM and is generally required to appoint a licensed Company Service Provider, unless an exemption applies (§11(1)—(2)). 7/10A/CN.9/1267

33. The Regulations do not recognise DAOs as a distinct legal form. Instead, they permit DLT-enabled or DAO-like governance arrangements to be implemented within the foundation structure. Governance is vested in a Foundation Council consisting of at least two members (§29(1)), whose duties and responsibilities are defined by statute (§29(3)—(4)). The foundation, rather than any underlying protocol or community, is the legal subject that enjoys limited liability. Beneficial ownership disclosure and annual reporting obligations apply in accordance with ADGM regulatory requirements. e Liechtenstein - Persons and Companies Act (PGR) with Tokenised Governance under the TVIG

(2019)

34. Liechtenstein does not recognize DAOs as a distinct legal form. DAO-like arrangements obtain legal personality exclusively through existing private-law entities, most commonly associations or foundations governed by the PGR, while the TVTG operates as a complementary, function-based framework for tokenization and TT services.

35. Similar to Switzerland, under the PGR, associations provide a flexible structure for membership-based governance, whereby members collectively form the supreme body and exercise decision-making powers in accordance with the articles of association (Arts. 246-260 PGR).

Foundations, by contrast, are used where assets are irrevocably dedicated to a specific purpose, with governance exercised through designated organs in accordance with the foundation deed and statutes, rather than through members (Arts. 552-570 PGR). DAO governance mechanisms

Foundations, by contrast, are used where assets are irrevocably dedicated to a specific purpose, with governance exercised through designated organs in accordance with the foundation deed and statutes, rather than through members (Arts. 552-570 PGR). DAO governance mechanisms may be mirrored or complemented through on-chain voting or token-based participation ~ arrangements; however, legal capacity, external representation, and liability derive exclusively from the underlying PGR entity and its statutory organs (Arts. 246 ff. PGR for associations; Arts. 552 ff. 565 ff. PGR for foundations), and not from the on-chain governance mechanisms or smart contracts as such.

36. The TVTG introduces a technology-neutral Token Container Model, allowing tokens to represent membership rights, governance rights, claims, or other absolute or relative rights under civil law (Art. 2(1)(c) TVTG). Where applicable, tokens are recognised as assets located in Liechtenstein (Art. 4 TVTG), and the lawful transfer of tokens produces legal effects on the underlying rights represented (Arts. 5-7 TVTG). This enables DAO-style governance and participation to be implemented onchain while remaining legally anchored in an off-chain association or foundation.

37. Legal certainty is reinforced through the involvement of registered TT service providers, including tokenization service providers and, where relevant, physical validators, who are responsible for ensuring that tokenized rights are legally and technically enforceable vis-a-vis third parties (Art. 2(1)(m), Art. 9a TVTG). Supervision applies only to regulated TT activities and is exercised by the Financial Market Authority Liechtenstein (Arts. 11-13, 18-23 TVTG).

38. Accordingly, Liechtenstein follows an indirect and layered approach to DAOs: DAO governance and coordination may occur on-chain, but legal 8/11A/CN.9/1267 personality, liability, and internal organization remain governed by PGR association or foundation law, with the TVTG applying only where DAODAOs: DAO governance and coordination may occur on-chain, but legal 8/11A/CN.9/1267 personality, liability, and internal organization remain governed by PGR association or foundation law, with the TVTG applying only where DAOrelated activities trigger regulated token or TT service functions.

Malta - Innovative Technology Arrangements and Services Act, 2018 (Cap. 592) Innovative Technology Arrangements (ITAs) 39. 40. 41. 42. 43. 45. The Act provides a technology-neutral regulatory framework under which DAOs may fall within the category of innovative technology arrangements, specifically as “smart contracts and related applications, including decentralized autonomous organizations™ (First Schedule, item 3). The Act does not create a standalone DAO legal entity, nor does it constitute or presume legal personality for a DAO as such. Instead, it establishes a voluntary certification and recognition regime administered by the Malta Digital Innovation Authority (MDIA), under which DAOs and other DLT-based systems may obtain formal certification as technical arrangements, either within or independent of any legal organization (art. 8(8)). ‘Where an innovative technology arrangement is held within a legal organization, certification is issued in the name of that organization; where no such organization exists, certification may be issued in the name of the applicant and the registered technical administrator, without attributing legal capacity or external representational authority to the DAO itself (art. 8(8)). Certification focuses on governance, accountability, auditability, and legal compliance, including the mandatory appointment of a registered technical administrator, systems auditing, disclosure of governance parameters, and the existence of intervention mechanisms to ensure compliance with mandatory laws (arts. 3(2)—(4), 7, 8(1). 8(6)). Accordingly, the framework enables legal recognition of smart-contractbased governance systems (First Schedule, item 3) for regulatory and evidentiary purposes only, without equating certification w