- Uniswap proposes DUNI, a legal entity under Wyoming’s DUNA framework for DAO governance.
- The DUNI structure protects participants and enables formal contracts without central control.
- Uniswap allocates $16.5M in UNI tokens for tax obligations and legal defense in the DUNI setup.
The Uniswap Foundation, which operates the largest decentralized crypto exchange, has proposed a new legal structure, DUNI, to operate under Wyoming’s Decentralized Unincorporated Nonprofit Association (DUNA) law. This framework facilitates compliance with regulatory and tax requirements for Uniswap without affecting decentralization.
DUNI is designed to safeguard the existing governance framework of Uniswap’s DAO, enabling the organization to enter into contracts, hire service providers, and fulfill its legal obligations. If approved, the Uniswap Foundation will serve as DUNI’s first Ministerial Agent.
This role, as defined in the Association and Ministerial Agent Agreements, is strictly for administrative functions. It will not impose centralized control or discretionary power over DUNI. The Ministerial Agent has no authority to modify or reinterpret governance decisions. Notably, this framework will position Uniswap as the largest DAO to adopt this model.
Legal Protection and DAO Compliance
Uniswap Foundation has sought the advice of various stakeholders, including representatives, law practitioners, and decision-makers. Initiated in 2024 in Wyoming, the DUNA law facilitates the formation of DAOs, enabling the use of Uniswap without centralizing control.
One of the most significant advantages of the DUNI structure is the legal protection it gives to the participants. It will protect the participants of governance in Uniswap, the control parameter, through limited liability, thereby boosting adoption in the control process.
Such protection plays a vital role in the sustained life of decentralized systems of governance. Also, the new structure enables Uniswap to enter formal governance with programmers and other service participants.
To facilitate the transition, the Foundation allocated a total of $16.5 million worth of UNI tokens, which would be used for repaying taxes and for establishing a legal defense fund. The Uniswap Foundation foresees an IRS bill of under $10 million to fully address any late taxes and penalties incurred through registration with the DAO.
The DUNI framework will also help Uniswap grow its financial base. By enabling protocol fees, a portion of liquidity provider fees could go into the DAO treasury. This new income stream could provide Uniswap with the resources needed for long-term sustainability and growth. On August 12, 2025, the Uniswap Foundation will host a standard Uniswap Governance community call to announce the commencement of the proposal engagement.
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Senator Lummis Applauds DeFi Innovation
Following the DUNI launch, the appointment of Cowrie, an advisory firm, was proposed. Co-founded by David Kerr, it will operate the DUNI structure and has played a pivotal role in drafting the Wyoming DUNA statutes, which were enacted in March 2024. The process will be supported via $75,000 in funds to cover legal and operational costs, following its move to the new framework with the help of Cowrie.
Wyoming’s regulation of digital assets was commended by U.S. Senator Cynthia Lummis, who called it the best-in-class and praised the state lawmakers for preparing frameworks that support decentralized nonprofits. The move shows that Wyoming is leading the way in the proliferation of DeFi innovations.
The DUNI framework may serve as a model for other decentralized organizations, proving that legal frameworks and regulatory structures can support decentralized governance. The decision of Uniswap to create a legal entity will encourage other DAOs to develop a new form of organization, changing the future of decentralized finance.
