How to Capitalize on "Made in America": Why Web3 Projects Are Moving to the U.S. with DUNA Structures

What is DUNA?

The Decentralized Unincorporated Nonprofit Association(DUNA) represents a groundbreaking legal structure that enables DAOs and their members to enjoy limited liability protection typically reserved for traditional entities like LLCs and corporations. Passed into law on March 7, 2024, as part of Wyoming's Decentralized Unincorporated Nonprofit Association Act (17-32-102), DUNA provides a first-of-its-kind legal framework specifically designed for decentralized organizations.

Unlike traditional corporate structures, DUNA was created with the unique characteristics of DAOs in mind. It offers a legal wrapper that acknowledges the decentralized nature of these organizations while providing crucial liability protections. This isn't merely an adaptation of existing legal structures—it's a purpose-built solution for web3.

While DUNA offers significant advantages in terms of liability protection and legal recognition, it's important to note that it doesn't automatically provide tax advantages. Projects must consider their overall tax strategy alongside their DUNA implementation.

The novelty of DUNA can't be overstated. Until recently, there was no legal structure specifically designed for decentralized autonomous organizations in any U.S. jurisdiction. Wyoming—already known for its forward-thinking approach to digital assets—recognized this gap and created legislation that acknowledges the unique nature of DAOs while bringing them into the U.S. legal framework.

As we move through 2025, we expect to see an increasing number of projects adopting DUNA structures, particularly as the benefits of U.S.-based operations become more apparent in the current political and economic climate. The ecosystem around DUNA implementation will mature, with specialized service providers, legal expertise, and best practices emerging to support this new paradigm.

How to Capitalize on DUNAs

The Historical Challenge

Decentralization has long been an important strategy for web3 projects seeking to limit securities risks by attenuating the"efforts of others" prong in the Howey Test. Historically, this drove many founders to establish long-term governance foundations in offshore jurisdictions like the Cayman Islands or Zug, Switzerland.

These offshore structures appeared to solve the immediate problems while offering significant tax planning benefits. However, they left open critical questions about liability protection.

The Liability Gap

The major uncertainty with offshore foundations was the extent to which limited liability protection enjoyed by the Foundation extended to the DAO and its members. Since the Foundation was the legal structure, but the DAO and token holders were merely "wrapped" into it through bylaws and governance documentation, it remained untested whether limited liability extended to the DAO and token holders, or if DAOs would be considered unincorporated partnerships.

This concern was widely acknowledged throughout the ecosystem—by projects, advisors, and investors—though only a minority let it stop them from using offshore structures. This was partly because no cases conclusively proved that this concern was valid.

However, cases like Ooki DAO demonstrated that projects without any entity to "house" the DAO could be qualified as a defacto general partnership, exposing members to potential liability. More recently, developments involving Lido DAO have further highlighted the risks of operating without proper legal structures.

The Political Shift

Following President Trump's election victory in November 2024, there's been renewed interest in establishing operations within the United States. The anticipated business-friendly climate and "America First" policies make this an opportune moment for web3 projects to establish a U.S. presence. A DUNA structure provides the ideal vehicle for projects looking to participate in this momentum while maintaining the decentralized nature that's fundamental to their operation.

Structuring a DUNA / Project Considerations

DUNA isn't designed to be a token issuance entity—it's crafted for long-term governance and to capture on-chain activity from the DAO, including interactions from and between DAO members. To form a DUNA properly, you need several key components:

1. Administrator: A qualified entity to manage your DUNA operations
2. Service of Process: A designated party to accept legal documents
3. Wyoming Presence: Ideally, your administrator should be U.S. based and physically located within Wyoming to fully leverage the protections of Wyoming law
4. Initial Membership: A properly structured initial membership of at least 100
5. Governance Documentation: Clear bylaws that define the operation of the DUNA in relation to on-chain governance
6. Proper Token Mapping: Ensuring your existing token structure aligns with DUNA requirements

Since DUNA is specifically a product of Wyoming law—crafted and enacted by Wyoming legislators—projects should ensure their administrators are U.S. based and physically within Wyoming to maximize the benefits of this structure.

It's important to note that DUNA isn't necessarily tax advantaged on its own, so you'll want to understand the various structuring options, which may include multi-jurisdictional approaches depending on your specific circumstances.

The "Made in America" Advantage

Establishing your project as "Made in America" through a DUNA structure offers several compelling advantages in the current environment:

Riding the U.S. Momentum

Following the recent presidential election, there's unprecedented momentum behind U.S.-based business operations. Web3 projects that establish themselves domestically can benefit from this wave of economic optimism and potential regulatory clarity.

Access to U.S. Talent

The United States continues to be home to some of the world's leading blockchain developers, legal experts, and financial professionals. Having a legitimate U.S. presence makes it easier to attract and retain this talent.

Market Access

U.S.-based operations can facilitate easier access to U.S. markets and investors, which remain among the most sophisticated and well-capitalized in the world.

First-Mover Advantage

As a relatively new structure, projects that implement DUNA early will position themselves as pioneers in this space, potentially gaining significant attention and establishing themselves as leaders in responsible web3 governance.

Brand Trust

For many users and investors, a U.S.-based legal structure provides an additional layer of legitimacy and trust. This can be particularly valuable for projects looking to break into more traditional markets or attract institutional participation.

Implementing a DUNA the Right Way

Because DUNA structures are relatively new, the process of setting them up properly can be complex. The most successful implementations will require expertise across several domains:

• Legal knowledge of Wyoming's DUNA legislation
• Deep understanding and experience of DAO governance mechanisms
• Tax optimization across multiple jurisdictions
• Proper technical implementation for on-chain governance

The most effective approach involves working with advisors who understand the intricacies of both traditional legal structures and decentralized governance. Open World has emerged as a leader in this space, offering comprehensive DUNA implementations that are optimized for both legal protection and operational efficiency, and powered through custom on-chain software.

Conclusion

The introduction of DUNA represents a watershed moment for web3 projects seeking to establish a legitimate U.S. presence while maintaining their decentralized nature. In the current political and economic climate, the"Made in America" advantage is more compelling than ever.

Projects that move quickly to implement proper DUNA structures will be well-positioned to capitalize on growing U.S. momentum, access top talent, and build trust with users and investors. However, the complexity of these structures means that proper implementation is crucial.

As the ecosystem continues to evolve, we expect to see DUNA become the gold standard for responsible web3 governance in the United States, offering projects the perfect balance of decentralization and legal protection.

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