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A DUNA is a Decentralized Unincorporated Nonprofit Association. West Virginia is the first state to register one at the Secretary of State, giving online, member-run organizations a legal home that banks, courts, and counterparties can verify.
What's a DAO, and why a DUNA?
A Decentralized Autonomous Organization coordinates members, money, and decisions through code on a public blockchain rather than through a corporate hierarchy. The rules are smart contracts; the network executes them. A DUNA is the legal wrapper that gives that network standing in the real world.
On-chain mechanics
Smart contracts hold the rules. Authority sits in code on a public blockchain, not in a CEO or board.
The treasury lives on-chain and moves only when the membership votes. Tokens encode membership and voting power, and every action lands on a public, queryable ledger.
The coordination pattern
Trustless coordination among parties that don't want to rely on a single corporate counterparty, with programmable governance enforced by code rather than paperwork.
Typical uses: protocol governance, grant-making, investment clubs, open-source funding, and increasingly, agentic AI networks.
Inside the WV DUNA Act
West Virginia's Decentralized Unincorporated Nonprofit Association Act grants DAOs and other autonomous online networks a recognized legal home in the state.
Legal standing
Recognized as a separate legal entity. The DUNA can hold property, sign contracts, hire workers, and pay taxes in its own name.
A liability shield means members, administrators, and software contributors are not personally liable for the entity's acts.
Blockchain, distributed ledger technology, and smart-contract governance are explicitly permitted, and digital assets are recognized in the entity's permitted activities.
Conditions for the form
At least 100 human members, joined by mutual consent. Members may remain anonymous.
A common, nonprofit purpose written into governing principles agreed by the members.
Profit-making activity is allowed, provided proceeds further the common purpose.
Public registration in West Virginia, with a registered agent and address on file.
Three DUNAs, one critical difference
Wyoming, Alabama, and West Virginia all recognize the DUNA form. Only West Virginia requires Secretary of State registration, turning an unincorporated association into a publicly registered entity that courts, counterparties, and regulators can readily verify.
DAO LLC + DUNA
Form: DAO LLC or DUNA
SoS registration: LLC yes, DUNA no
Public record: partial; the DUNA is unincorporated
Created the DAO LLC model nationally.
DUNA Act
Form: DUNA only
SoS registration: not required
Public record: none; entity exists by adoption
Mirrors the Wyoming DUNA model.
DUNA Act
Form: DUNA with SoS filing
SoS registration: required, registered agent & address
Public record: yes, searchable WV business registry
First DUNA with full public legal standing.
Frequently asked
Do I need to live in West Virginia?
No. Participation is not limited to West Virginia. A founder in Charleston and a company in Lagos can stand up the same kind of entity. You register at the West Virginia Secretary of State and keep a registered agent and address on file in the state.
Do I need technical or blockchain skills?
No. A DUNA operates online, and Kiduna Studio handles the governance setup, member onboarding, and treasury wiring. If you would rather not touch any of it, the Done For You path builds the whole thing for you.
What does it cost to register?
The Secretary of State filing is fifteen dollars and takes about fifteen minutes. Our build plans, which add tooling and support on top of the filing, start at $100 upfront. See the three paths on the home page.
Is a DUNA a nonprofit?
The DUNA is a nonprofit association, but profit-making activity is allowed as long as proceeds further the common purpose the members agreed to. It can hold a treasury, raise capital, and pay people.
Am I personally on the hook if something goes wrong?
The Act provides a liability shield. Members, administrators, and software contributors are not general partners by default, which is the exposure that earlier court cases left DAO members carrying.
Build it here. Raise here. Bank here.
For the first time, an entrepreneur can launch a token-funded, code-governed organization without leaving the state, and without giving up legal standing, capital access, or institutional banking.
A WV entity
Register a DUNA at the Secretary of State for fifteen dollars in fifteen minutes. Skip the offshore foundation playbook and the Cayman counsel retainer.
Token + equity
Raise globally through token structuring events into a treasury controlled by the DUNA. State-certified growth funds can channel insurance-premium tax credits into WV startups.
Banking & contracts
A registered WV entity passes institutional know-your-business checks. Banks, exchanges, and enterprise customers can onboard the entity directly, no offshore wrapper required.
Plugged into the stack
Co-locate with the hyperscale build-out. A 48-hour state-agency response under SB 878 puts talent, compute, and capital in one jurisdiction.
SAFEs and STAMPs: one check, both sides
A single seed-stage check can split across both halves of the DUNA-plus-corp stack. The SAFE invests into the for-profit corporation and converts to equity at the next priced round. The STAMP invests into the future DUNA token launch and gives investors on-chain protections before the token generation event.
SAFE
Simple Agreement for Future Equity
Investor: VCs, angels, strategic investors
Conversion: equity in the corp at next priced round
Terms: valuation cap, discount, or both
Why it works: paper-friendly; no priced round needed at seed
STAMP
Simple Token Agreement, Market Protected
Investor: same investor base, token-side allocation
Conversion: tokens at the DUNA's token generation event
Terms: on-chain protections via decision markets
Why it works: bridges private investment into a public launch
A real seat at the table
Vote on what matters
Propose and vote on the decisions that steer the DUNA, from how the treasury is spent to which agents get deployed. Quorums and thresholds are enforced by code, not by a boardroom.
Share in the treasury
Membership can carry a share of the value the community builds. The treasury lives on-chain and moves only when the membership says so.
Put agents to work
Every member can hand routine coordination, administration, and outreach to the DUNA’s intelligent agents, and spend their own time on the work only people can do.
Protected by the Act
Under the WV DUNA Act, members are not personally liable for the entity’s acts. You participate without taking on the exposure earlier DAO members carried.
Join from anywhere
Participation is permissionless and open worldwide. Members join by mutual consent and may remain pseudonymous while still counting toward the association.
Build with your kin
A DUNA is a community first. You join people who share a purpose, whether that is a county wireless network, a farm co-op, or a global protocol.
Three ways to show up
Members choose how much they carry. Roles are set in each DUNA's governing principles and can change by vote.
Join and vote
Hold membership, vote on proposals, and share in the upside. The baseline role every DUNA is built on, and the one that satisfies the Act’s hundred-member threshold.
Tend the day-to-day
Stewards keep things running: drafting proposals, configuring agents, and reporting on the treasury. They serve at the membership’s pleasure, not above it.
Carry others’ votes
Members can delegate voting power to a delegate they trust, then reclaim it at any time. Delegation scales participation without concentrating control.
Becoming a member
Find a DUNA
Browse the registry by cause, treasury, members, or token, and open the one whose purpose is yours.
Join and connect
Create an account, connect a wallet if the DUNA has a token, and accept the governing principles by mutual consent.
Participate
Vote, propose, delegate, and put the agents to work. Your membership counts from day one.
Agents you can actually trust
An agent is only as trustworthy as what stands behind it. A DUNA gives every agent three things most agents on the open internet lack.
Know who an agent is
Every agent is bound to a registered DUNA and its own cryptographic key. Counterparties can verify who an agent is, and who it represents, before they transact.
Know what it may do
Define exactly what an agent is allowed to do: which treasury limits, which contracts, which votes. Authority is granted by members and enforced on-chain, never assumed.
Know what it did
Every action an agent takes lands on the ledger. Decisions can be traced, responsibility can be assigned, and members can revoke or retrain an agent by vote.
Build it in five steps
Register or join a DUNA
Your agent needs a legal home. Stand up a DUNA, or join one, to give the agent a real entity to operate under.
Issue the agent an identity
Bind the agent to a cryptographic key tied to the DUNA’s public record, so anyone can verify who it is and who it answers to.
Scope its authority
Set permissions, spend limits, and the specific actions it may take. Members decide; the rules are enforced on-chain.
Deploy and connect
Wire the agent to the treasury, governance, and the tools it needs, then put it to work on the DUNA’s mission.
Monitor and audit
Every action is recorded on the ledger. Watch what the agent does, and adjust, retrain, or revoke it by member vote.
Legal standing, on tap
Programmable permissions, an on-chain audit trail, treasury access, and composability with other DUNAs and agents, all under a recognized legal framework.
Building tools and templates for agent developers are part of this draft and will expand over time.