A decentralised autonomous organisation (DAO) has no legal form of its own under Dutch law. Book 2 of the Dutch Civil Code (BW) has a closed list of legal persons, so a DAO active in the Netherlands is treated as an informal association or a partnership, and the people behind it can be personally liable; the usual solution is to place the DAO in a Dutch cooperative or foundation whose articles bind the board to the result of the on-chain vote. A cooperative’s members must be identifiable persons or entities, not just wallet addresses: the cooperative contracts with its members, its ultimate beneficial owners must be registered with the Chamber of Commerce, and the notary and the bank carry out KYC checks.
This article explains why an unincorporated DAO is risky, how the cooperative, foundation and private limited company (BV) compare, how to link on-chain voting to Dutch company law, and which regulatory rules apply.
Mündəricat
What is the legal status of a DAO without a legal entity?
A DAO without a wrapper is not invisible to the law: a court will classify it by its facts. A group acting together under a common name and purpose can be an informal association (informele vereniging) under Article 2:30 BW or, if it aims at profit, a partnership.
An informal association cannot acquire registered property such as real estate (Article 2:30(1) BW), and its directors are jointly and severally liable for its debts next to the association (Article 2:30(2) BW). In a partnership, the partners are liable with their private assets. Under Article 2:26(3) BW an association may not distribute profit among its members, which is why a profit-seeking DAO is more likely to be seen as a partnership.
The participants do not choose the classification: a court applies it after a dispute has arisen. In practice, this means the active members carry the risk.
Bu praktikada nə deməkdir?
Without legal personality, a DAO cannot sign contracts, lease an office or employ people in its own name. One or more members must do that personally and become personally bound.
A DAO also cannot open a bank account. Under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft), banks must identify their customer and its ultimate beneficial owners (UBOs), which an anonymous collective cannot provide.
Which Dutch legal structure fits a DAO?
The realistic options are a foundation (stichting), a cooperative (coöperatie) and a BV. All three are set up by notarial deed and registered with the Chamber of Commerce (KVK), which gives the DAO legal personality and a liability shield.
When is a foundation the right choice?
A foundation suits a DAO with a non-commercial purpose, such as a protocol treasury, a grant programme or public-goods funding. Under Article 2:285(1) BW a foundation has no members and uses its assets for the purpose in its articles.
Under Article 2:285(3) BW a foundation may not make payments to its founders or to members of its bodies, and payments to others only if they have an idealistic or social purpose. The articles can oblige the board to carry out the outcome of the on-chain vote, which creates a workable hybrid governance model.
When is a cooperative the right choice?
A cooperative suits a member-driven DAO that wants to distribute profit. Under Article 2:53 BW a cooperative is an association set up by notarial deed that serves certain material needs of its members through agreements it concludes with them.
Members can join and leave without the notarial deed needed to transfer BV shares. Under Article 2:56 BW the articles can exclude the members’ liability for a deficit, in which case the name must end in “U.A.” The cooperative must actually conduct business with its members, so check that the DAO’s activities fit Article 2:53 BW.
BV nə vaxt düzgün seçimdir?
A BV suits a DAO with a small, identifiable group of core contributors that wants to raise venture capital. Investors know the form, and shareholders are not liable for the company’s debts.
A BV is less suited to a large token community. Each share transfer needs a notarial deed under Article 2:196 BW, and issuing shares to thousands of pseudonymous token holders is not workable.
| Xüsusiyyət | Təməl | Kooperativ | BV |
|---|---|---|---|
| Members or shareholders | None (Art. 2:285 BW) | Members, easy entry and exit | Shareholders, transfer by notarial deed |
| Mənfəət bölgüsü | Not to founders or board | Allowed to members | Səhmdarlar üçün dividendlər |
| Link to on-chain vote | Through the articles, board follows the vote | Member votes can mirror DAO votes | Possible, but can conflict with shareholder rights |
| Üçün ən uyğun | Treasuries, grants, public goods | Service and investment DAOs | Small core team with investors |
How do you link on-chain voting to Dutch company law?
The on-chain vote does not replace the legal formalities, but the articles of association can turn it into a binding instruction to the board. Articles, board resolutions and registrations at the KVK must still exist on paper or in a legally recognised electronic form.
A workable hybrid model has three steps:
- DAO icması zəncirvari hərəkətlər təklif edir və səs verir.
- The articles state that the outcome is a binding instruction to the board of the Dutch entity.
- The board carries out the decision off-chain, for example by signing a contract or approving a payment from the entity’s bank account.
Draft the articles carefully: they must state which votes bind the board, what quorum applies, and when the board may refuse, for example if the decision would be unlawful. See also our article on direktorlar şəxsi məsuliyyət daşıdıqda.
Can token holders be liable as de facto directors?
Yes, in some cases. Under Article 2:248(7) BW, anyone who has determined or co-determined the policy of a BV as if he were a director is treated as a director for liability in bankruptcy, and comparable rules apply to cooperatives and foundations.
A small group of large token holders who coordinate their votes on major financial decisions can run that risk. Whether a court would apply the rule depends entirely on the facts, so record clearly who decides what.
Which regulatory rules apply to a DAO?
A DAO that provides crypto-asset services, such as custody, exchange or operating a trading platform, needs a licence under the Markets in Crypto-Assets Regulation (MiCA, Regulation (EU) 2023/1114). In the Netherlands the Authority for the Financial Markets (AFM) grants that licence, and decentralisation is no exemption once there is an identifiable provider of the service.
haqqında məqaləmizdə daha çox oxuyun the categories of crypto-assets under MiCA. A legal entity is in practice a precondition for applying for a licence.
GDPR nə tələb edir?
If a DAO processes data that can be linked to an identifiable person, such as wallet addresses tied to KYC data, the GDPR applies. The Dutch Data Protection Authority (Autoriteit Persoonsgegevens, AP) supervises compliance and also coordinates the supervision of algorithms in the Netherlands.
An unincorporated DAO has no legal person to act as controller, answer access requests or pay a fine. A cooperative or foundation can be the controller, conclude data processing agreements and appoint a data protection officer where required. Automated decisions, such as distributing rewards or revoking membership, need particular care; see our article on AB Süni İntellekt Qanunu.
What does DAC8 mean for a DAO?
The EU directive on tax reporting for crypto-assets (DAC8, Directive (EU) 2023/2226) was implemented in the Netherlands by the Act of 1 April 2026, with effect from 1 January 2026. Reporting crypto-asset service providers collect and verify user and transaction data and report it to the Dutch Tax and Customs Administration (Belastingdienst), which exchanges it with other EU tax authorities.
A DAO that exchanges, holds or transfers crypto-assets for users may itself be a reporting provider. Without a legal entity, nobody can sign the reports or take responsibility for them. Law & More does not give tax structuring advice; we assess whether the DAO’s activities make it a service provider and who in the structure is responsible.
Does a foreign entity such as a Wyoming LLC help?
A foreign entity gives the DAO legal personality, but it does not remove Dutch obligations. If management, staff or activities are in the Netherlands, Dutch employment law, the GDPR and MiCA supervision by the AFM still apply.
A Dutch court may also examine who actually runs the organisation and where. For a DAO with a centre of activity in the Netherlands, a Dutch cooperative or foundation is often the more direct route.
What should you check as a founder or core contributor?
- Whether the DAO already acts in the Netherlands without an entity, and who signed contracts personally.
- Which form fits the purpose: foundation, cooperative (U.A.) or BV.
- Whether the articles bind the board to on-chain votes and set out quorum and exceptions.
- Whether the DAO’s activities need a MiCA licence from the AFM.
- Who is controller under the GDPR and who handles DAC8 reporting.
What should you check as a token holder?
- Whether a legal entity stands behind the DAO, and its KVK qeydiyyatı.
- Whether you are a member of a cooperative and whether liability is excluded (U.A.).
- How large your voting influence is, given the de facto director rule of Article 2:248(7) BW.
- Which rights your tokens give you under the articles and terms.
- Whether a platform that holds your crypto-assets has the required licence.
What can we do for you with DAO structuring?
Bizim İT hüquqşünasları and corporate lawyers advise founders and communities on DAO structures with a Dutch connection.
- We compare the foundation, cooperative and BV for your DAO and its activities.
- We draft articles of association that bind the board to on-chain votes within Dutch company law.
- We assess the personal exposure of founders, active members and large token holders.
- We check whether your activities need a MiCA licence and prepare the legal part of the application.
- We set up GDPR documentation, including the controller role and processing agreements.
xülasə
- A DAO has no legal form of its own; without an entity it is treated as an informal association or partnership.
- Directors of an informal association are jointly and severally liable (Article 2:30(2) BW).
- A cooperative (Article 2:53 BW) or foundation (Article 2:285 BW) is the usual wrapper; a BV suits a small core team.
- The articles can bind the board to on-chain votes; influential token holders may be treated as de facto directors.
- MiCA licensing, the GDPR and DAC8 reporting (in force since 1 January 2026) apply regardless of decentralisation.
Tez-tez soruşulan suallar
Ağıllı müqavilələr Hollandiyada qanuni olaraq məcburidirmi?
Yes, if there is an offer, an acceptance and an intention to be bound under Article 6:217 BW. A Dutch court interprets the agreement by what the parties could reasonably expect, not only by what the code executes.
DAO Hollandiya bank hesabını necə aça bilər?
Only through a legal entity. Banks must identify the customer and its ultimate beneficial owners under the Wwft. A foundation or cooperative registered with the KVK, with identifiable board members, can apply.
Can a DAO be a cooperative if its members are anonymous?
A cooperative needs identifiable members with whom it concludes agreements (Article 2:53 BW). Members may use a wallet for voting, but the cooperative must know who its members are for its member register and for anti-money laundering checks.
Do token holders of a DAO foundation have voting rights?
Not by law, because a foundation has no members (Article 2:285 BW). Token holders only have influence through the articles, which can oblige the board to follow the outcome of the on-chain vote.
