The Uniswap community is pushing forward with a pivotal proposal to establish a legal entity in Wyoming ,designed to support off-chain operations while preserving its decentralized governance.
The initiative, called “DUNI,” seeks to shield participants from legal risks while giving Uniswap formal standing in traditional legal frameworks.
Strengthening governance with legal certainty
The proposal outlines plans to register Uniswap Governance as a Decentralized Unincorporated Nonprofit Association (DUNA) under Wyoming’s new legal framework.
Effective from July 1, 2024, the DUNA statute gives DAOs legal personality, enabling property ownership, contracts, indemnities, and compliance under nonprofit status.
This model prohibits direct distributions, aligning with nonprofit principles while allowing Uniswap to remain decentralized.
DUNI will not alter the Uniswap protocol, its governance system, or its native token UNI. Instead, it will serve as a legal shield for governance participants, reducing exposure to potential legal and tax liabilities.
The proposal emphasizes that the entity will recognize the binding force of on-chain governance decisions, ensuring continuity between blockchain-based voting and off-chain obligations.
According to the proposal, off-chain engagement will include contracts, regulatory compliance, vendor relationships, and tax responsibilities.
By providing legal certainty, DUNI aims to remove barriers that have long limited the activation of protocol-level features, such as the debated “fee switch.” Many delegates view this as essential infrastructure for advancing Uniswap’s long-term goals.
Structure, funding, and implementation
The Uniswap Foundation, which leads the proposal, will act as the “Ministerial Agent.” In this role, it will execute governance decisions without exercising independent discretion. Governance will retain ultimate authority and can revoke or amend roles through community votes.
A Wyoming-based firm named Cowrie, founded by David Kerr, will serve as Administrator. Cowrie will handle administrative responsibilities including tax filings, EIN registration, and compliance reporting. Kerr, a key architect of the DUNA statute, is positioned to guide implementation and oversight.
The technical setup combines Ethereum smart contracts with off-chain agreements using the Ethereum Attestation Service (EAS) in collaboration with ScopeLift. This system is designed to anchor legal processes in verifiable on-chain activity.
To support the initiative, the Foundation has requested $16.5 million in UNI tokens, calculated at a 30-day time-weighted average price of $10.42. These funds will be used to establish a legal defense reserve and cover potential U.S. tax liabilities, estimated at less than $10 million.
The proposal has gained strong community backing. The initial Snapshot temperature check vote showed 100% community support. The final on-chain vote, requiring a 40 million UNI quorum, concludes on September 8.