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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. Formation documents are being drafted.

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.

Deliverables

  • Finalize Articles of Organization + Operating Agreement bound to the ratified Charter.
  • Select a formation provider / registered agent in the Marshall Islands.
  • Confirm membership definition (validator-staked LSU / owner-stake LSU holders, minus community-excluded members).
  • File incorporation and record the entity in the framework Legal/ folder.

Dependencies & cross-references

Sources

HydrateLast updated 6d agov1.2.05 revisionsVerified Aug 14, 2026