¶ D01
Introduction and Use
Purpose. This appendix sets out model provisions for the entities that hold digital assets: a manager-managed limited liability company formed to hold tokens, a Wyoming DAO LLC, a Marshall Islands DAO LLC, a Utah decentralized autonomous organization, and a foundation or purpose trust that holds a protocol treasury. The provisions collect and complete the models in the chapters. Chapter 17 supplies the five operating-agreement provisions on which ¶¶ D10 to D50 are built, and ch. 20 supplies the statement of management on which ¶ D60 is built. Each provision is followed by a Comment that states its source in the text and its statutory basis. The provisions are original to the treatise and are written to illustrate the drafting points in the text. Each must be adapted to the facts, the parties, the code and the law of the jurisdiction of formation before use.
The instruments. Table D-1 lists the instruments and the paragraphs that contain them.
Table D-1. The Instruments in This Appendix.
| Instrument | Entity | Paragraphs | Principal chapters |
|---|---|---|---|
| Operating agreement provisions, Sections 1 to 8 | Delaware or Wyoming manager-managed LLC holding tokens | ¶¶ D10 to D50 | 17, 9, 7, 24 |
| Articles of organization, Articles 1 to 7 | Wyoming DAO LLC | ¶ D60 | 20 |
| Operating agreement provisions, Sections 1 to 6 | Wyoming DAO LLC | ¶ D70 | 20, 19 |
| Agreement provisions and drafting notes | Marshall Islands DAO LLC; Utah DAO | ¶ D80 | 20 |
| Constitution provisions, Articles 1 and 2 | Foundation company or purpose trust | ¶ D90 | 18 |
Conventions. Bracketed words are choices or blanks: "[number]", "[date]", "[network]", "[address]". Section and article numbers are internal to each instrument, and cross-references within a model are to that instrument unless stated otherwise. Capitalized terms are defined in Section 1 of the LLC provisions or in the instrument in which they appear. Thresholds, periods and percentages are illustrations and should be set for the entity.
Base agreements. The provisions are additions to a complete operating agreement or constitution. Capital, allocations, distributions, admission, dissociation, dissolution and dispute resolution are governed by the base agreement. Complete base agreements for Delaware and Wyoming companies, including a set of Wyoming DAO LLC provisions, appear in Lighthouse on Limited Liability Companies, which carries the fuller discussion of the general LLC law on which these provisions rest.
Matters not addressed. The provisions do not contain the representations, legends and transfer restrictions that an issuer of interests or tokens to investors requires (ch. 35), the provisions of a private fund agreement, or the loan-document covenants a lender will require for pledged tokens beyond the approval rule in Section 4 (ch. 7). They do not address tax allocations among members, which turn on the facts of each company (ch. 30).