The DAO is to be established as a Marshall Islands DAO LLC (DUNA) under the RMI Limited Liability Company Act and DAO Act, giving the token-holder collective legal personality and limited liability. The formation documents are drafted, the agreement with the registered agent is signed and paid, and on 7 September 2026, the day the filing was to begin, the council said the submission to the registry had still to be made.
Where it stands (August 2026)
The formation documents are drafted and public. The Certificate of Formation names the entity Radix DLT DAO LLC, organised as a non-profit Decentralized Autonomous Organization LLC, and is a working draft awaiting execution and filing with the Marshall Islands Registrar. The Operating Agreement that pairs with it runs to twelve articles and carries a status header reading “Pre-adoption draft – not yet operative”: adopting it takes a Governance Process proposal at ≥60% approval and ≥7% quorum, and it is that vote, rather than the drafting, that the deliverable below now waits on.
Enough is settled in the draft to state the shape of the wrapper.
- Entity and agent – a Non-Profit DAO LLC under the Marshall Islands Limited Liability Company Act (52 MIRC Ch. 3) and DAO Act (52 MIRC Ch. 7), with MIDAO Directory Services, Inc. of Majuro as registered agent and perpetual duration (§1.1–§1.3).
- Membership – the open question this card banked in July is answered plainly: membership is open to any person or entity holding governance tokens, and begins on acquiring them (§4.1). Membership carries governance rights only, with no economic interest in the Company's assets and no right to distributions (§4.4), and lapses when a member holds no voting assets and has no active votes recorded (§4.2).
- Compliance – an annual Beneficial Owner Information Report filed with the registered agent under DAO Act §712 (§8.1); mandatory KYC for every Delegate before taking up a function, reverified each January; and a 25% Ultimate Beneficial Owner test, where any member crossing a quarter of eligible voting power has 14 days to complete KYC (§4.6, §8.2). Records are held confidentially with the registered agent.
- Treasury – assets sit in a multi-signature account requiring 3-of-5 treasury signers for a standard transaction and 4-of-5 for one classified high-risk, and signers may only execute what a Governance Proposal or an approved budget already authorised (§7.1–§7.2). This is the counterpart to standing up the multisig.
- Disputes – binding arbitration under the International Arbitration Rules of the ICDR, seated in the Republic of the Marshall Islands, in English, before a sole arbitrator, after mediation and a Governance Proposal have been tried (§11.1); Marshall Islands governing law throughout (§11.2).
- Asset Lock – no distribution to members at any time, and on dissolution the remainder passes only to a qualifying non-profit successor entity approved at ≥80% with ≥20% quorum (§9.2). Charter §12.1 places this and the non-distribution principle beyond amendment by any governance proposal, at any approval level.
Two details are worth carrying forward. The agreement names Consultation V2 as the governance implementation and leaves the package, component, owner-badge and multisig addresses as placeholders to be recorded with the registered agent at formation (§1.4) – so the entity's on-ledger identity is pinned by the same filing. And because none of this is in force yet, arguments that appeal to these gates – as the OTER XRD Governance exchange of 8 August 2026 did on both sides – are arguing about a proposed wrapper rather than an operative one.
13 August 2026: the Foundation's side is clear
The Transition RAC's update of 13 August 2026 moves the blocker off the Foundation and onto counsel. The Radix Foundation has reviewed the proposed Operating Agreement and validated it as a fit, from its perspective, for the end goal of handing the assets it holds to the DAO company once constituted, and the council states there are now no pending actions or dependencies from the Foundation for the DAO's constitution. The council has also received the outstanding tranche 2 of the Foundation grant, which is what puts it in a position to pay the formation expenses.
What remains is the filing. Counsel is expected to reach out to MIDAO and proceed with the formal application within a few working days, and the council is explicit that no date is fixed for the Marshall Islands submission of the Operating Agreement. Validation by the Foundation is not adoption: the OA still carries its pre-adoption header, and bringing it into force takes the Governance Process proposal at ≥60% approval and ≥7% quorum described above – which queues behind Consultation V2 alongside the Charter.
5 September 2026: signed, paid, and filed from Monday
The date the August update declined to give now exists. At 13:17:43 UTC on 5 September 2026 the RAC member Tadkis told the council’s channel that the agreement with MIDAO has been signed and the registration fee has been paid
, and that the formal registration process is scheduled to begin on Monday 7 September 2026. That completes the sequence tranche two of the setup grant was released for – amend the Service Agreement, sign, pay, file – and it starts the registry clock. The four to six weeks the council put on the Marshall Islands registry to grant and issue the Certificate of Formation runs from the filing rather than the signature, which places the certificate between mid-October and mid-November 2026 on the council’s own figures.
Filing is not adoption, and the distinction matters more than usual this month. The Operating Agreement above still carries its pre-adoption header and still needs the Governance Process proposal at ≥60% approval and ≥7% quorum – a vote that requires a ledger, and Radix mainnet has committed no round since 31 August. Incorporation is the one leg of the transition that runs through a registry in Majuro rather than through the network, which is why it is the leg still moving.
7 September 2026: the date arrives without the filing
Monday came and the registry clock did not start. At 20:45:41 UTC on 7 September 2026 the Transition RAC posted a status update to its own channel, signed as the earlier ones were by projectShift and verified as a channel post rather than a forward. Its legal section reads that the actual sign-up for MIDAO's service as been concluded and the Transition RAC is now doing the necessary steps to complete the process up to the point where it's up to MIDAO to submit the request to MI
. It adds that this is still a bit more of administrative work on our part
.
Read against the 5 September update above, that is a smaller claim than the one the date was given for. Signing and paying MIDAO completed the engagement; it did not lodge anything with the Marshall Islands. The submission is MIDAO's to make, the transition council's own administrative steps come first, and on the evening of the day the process was scheduled to begin they were not finished. No new date was given.
The consequence runs through the rest of this card. The four to six weeks the council put on the registry runs from the filing, so the mid-October to mid-November window for the Certificate of Formation moves with it, and every deliverable below dated from 7 September
is waiting on a submission that has not been made. This is still the one leg of the transition that runs through a registry in Majuro rather than through the halted network, which is why it is worth dating precisely.
Deliverables
- Drafted, not adopted – Articles of Organization and Operating Agreement bound to the Charter; bringing the OA into force needs the ≥60%/≥7% Governance Process vote.
- Done – formation provider and registered agent selected: MIDAO Directory Services, Inc. of Majuro, agreement signed and registration fee paid 5 September 2026.
- Done – membership defined in the Operating Agreement §4.1: open to any holder of governance tokens, beginning on acquisition, governance rights only.
- From 7 September 2026 – file incorporation, record the entity in the framework
Legal/folder, and lodge the package, component, owner-badge and multisig addresses with the registered agent (§1.4).
Dependencies & cross-references
- Governed by Daffy's Radix DAO framework (repo
Shadaffy/radix-dao); see the Governance Framework Reference Repo and Charter (Round 1). - Wraps the Legal Wrapper & Representation doc.
- Prerequisite for the treasury multisig and Foundation asset transfer.
