Uniswap governance heads to an onchain vote today to decide whether to wrap itself in “DUNI,” a Wyoming-registered Decentralized Unincorporated Nonprofit Association (DUNA). The structure would give the DAO formal legal standing. What would not change: Uniswap the immutable protocol, the UNI token, or how votes are cast and executed.
The Uniswap Foundation (UF), which is spearheading the proposal, frames DUNI as a credibly neutral legal interface that enables the DAO to sign contracts, retain vendors, settle tax obligations, and shield active participants from personal liability. If passed, DUNI would act as a legal extension of Uniswap governance — binding itself to whatever the DAO votes on — while keeping discretionary power off the table.
Under the plan, the UF would become DUNI’s Ministerial Agent, limited to carrying out instructions from passed governance proposals. Wyoming-based firm Cowrie, founded by David Kerr (a key author of the DUNA statute), would serve as Administrator for tax filings, EIN registration, compliance reporting, and general admin. Smart contracts and off-chain agreements are tied together using Ethereum Attestation Service (EAS) anchors, a technical architecture built in collaboration with ScopeLift.
The Foundation is requesting $16.5 million in UNI (based on a $10.42 30-day TWAP) to fund a legal defense reserve and settle potential US tax liabilities from prior years, which it expects to be less than $10 million in total, including penalties and interest. A separate $75,000 UNI grant would go to Cowrie as a one-time fee.
The legal model itself is novel. Passed in 2024 and effective as of July 1, the Wyoming DUNA law offers DAOs the ability to own property, enter contracts, and gain indemnities, while prohibiting direct distributions in line with nonprofit status. In effect, it gives DAOs legal personality without turning them into corporations.
Early feedback from Uniswap delegates has been largely supportive but cautious. Many view DUNI as essential infrastructure for long-debated moves like turning on the protocol-fee mechanism (“fee switch”) an idea that’s been floated for years — from its 2020 inception — but has stalled amid regulatory uncertainty. Others flagged concerns around transparency, UNI overhang from treasury selloffs, and how quickly agents like UF or Cowrie can be replaced if needed.
Welcomed are the clearer liability protections and off-chain execution capacity, and many, like CalBlockchain, explicitly linked DUNI to the fee switch.
“DUNI provides the legal infrastructure and confidence needed to explore and implement mechanisms like the fee switch,” CalBlockchain wrote https://gov.uniswap.org/t/calblockchain-blockchain-at-berkeley-delegate-platform/25378/24 in support of the measure.
Kpk (formerly karpatkey) boosted the proposal, calling it a “framework that safeguards individual participants and enhances the DAO’s ability to engage with off-chain entities, enter into contracts, and fulfill regulatory obligations.”
The Foundation says governance retains full control. DUNI is only authorized to execute passed proposals. If a proposal is clearly unlawful, administrators are expected to raise the alarm, but they don’t have unilateral veto power. Governance can revoke any role, reassign agent duties, or amend the framework by vote.
DUNA momentum beyond Uniswap
Uniswap isn’t alone in testing DUNA’s potential. On August 26, Syndicate unveiled the Syndicate Network Collective, one of the first DUNAs to go live. “Fully in the U.S. with no offshore entities,” the group declared.
US Senator Cynthia Lummis reposted the announcement, adding: “Wyoming continues to lead the way in financial innovation 🤠🇺🇸.”
Syndicate worked with Cowrie, Cooley, Agora, a16z crypto, Anchorage and others to make it happen, positioning the DUNA as a next-gen legal primitive for crypto networks.
The Uniswap vote follows standard DAO procedure: a two-day timelock, a one-week voting window, and a 40 million UNI “for” quorum. Voting is live today via Agora and Tally.
This vote has no impractical on the fee switch or overhaul protocol economics, just to give Uniswap Governance a legal skin. But if it passes, when the DAO does act, it can do so with clarity, protection and teeth. Thus, DUNI could pave the way for fee capture, plus formal partnerships, and more resilient off-chain execution, while preserving the DAO’s on-chain supremacy.
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Source: https://blockworks.co/news/uniswap-vote-wyoming-duna
