The Uniswap Foundation, which oversees the largest decentralized spot crypto exchange, proposed a new legal entity for its governance organization under Wyoming’s Decentralized Unincorporated Nonprofit Association (DUNA) framework.
The new legal entity, dubbed “DUNI,” will preserve the existing governance structure of Uniswap’s DAO in a legal wrapper that allows it to retain service providers, enter into contracts, and fulfill regulatory and tax compliance obligations. Uniswap’s DAO would be the largest decentralized organization to adopt the legal framework.
Under the terms of the proposal, it will be given $16.5 million worth of UNI to satisfy tax obligations from prior years and to fund a legal defense budget. Since Uniswap never elected to be treated as a corporation for tax purposes, the Foundation expects an IRS bill of under $10 million to satisfy prior tax obligations and any penalties.
The Foundation, in its announcement, noted that adopting the DUNA framework would pave the way for Uniswap to turn on protocol fees, diverting a fraction of LP fees into the DAO treasury.
“[With the legal framework] you have a massive unlock in what the DUNA can do, engage in, transact with,” Uniswap Foundation general counsel Brian Nistler told The Block. “This sets, obviously, the groundwork for a fee switch vote to come down the pipe…and really just formalizes the activities [of Uniswap’s governance] while protecting the participants in that collective decision-making.”
Under the DUNA framework, fee revenue cannot be directly distributed to UNI token holders, Nistler noted. “While we are adopting this legal framework, it doesn’t really change the decentralization of Uniswap governance or the DAO,” he said.
The proposal will also allocate $75,000 to Cowrie, an advisory firm co-founded by David Kerr, to act as DUNI’s administrator. Kerr was heavily involved in writing the Wyoming statute, which was passed in March 2024. Nistler called him “a good confidant and advisor” throughout the DUNA evaluation process.
The proposal comes at a time when some other crypto protocols are seeking to re-centralize some operations, usually in the name of efficiency, such as the LayerZero Foundation’s proposal to acquire the Stargate bridge, or NFT heavyweight Yuga Labs proposing to dissolve its ApeCoin DAO.
“For me personally, the big unlock of our industry is not just redoing things onchain, but reinventing how we do things as an elective and collective decision-making,” Nistler said. “DAOs have been somewhat lagging behind in that, but I feel that with the DUNA entity, it is one path for DAOs to take to up-level their operations and have that protection and be able to still collectively participate and take action towards this future they want to maintain.”
© 2025 The Block. All Rights Reserved. This article is provided for informational purposes only. It is not offered or intended to be used as legal, tax, investment, financial, or other advice.
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