I created a draft set of legal documents that would be required to form the Radix DAO as a Marshall Islands Non-Profit DAO LLC. These are shared as a contribution to the DAO setup process — available for the RAC and community to review, build on, or simply use as a reference alongside other efforts already underway.
The approach was top-down: start from what the law requires, layer in the Foundation’s transfer requirements, align with the current RAC mandate and Consultation App implementation, then draft documents that attempt to satisfy all three. My reading is that the RAC’s current community work appears to be taking a more bottom-up approach.
The Documents
Start with the Operating Agreement — that’s where 90% of the substance and discussion will be.
Formation Documents
| 1 | Certificate of Formation | The short-form filing submitted to the MI Registrar to create the legal entity. Name, purpose, registered agent, smart contract identifiers, statutory notices. |
| 2 | Operating Agreement | The core document. Membership, voting, delegated functions (treasury, governance, legal, compliance, Web2), treasury management, smart contracts, compliance, dissolution, amendments, disputes. |
| 3 | Beneficial Owner Information Report | Template for the mandatory filing identifying persons with control over the DAO, submitted at formation and annually. |
Supporting Guides
| 4 | MI DAO Setup Guide | Practical step-by-step guide: why Marshall Islands, non-profit vs for-profit, registration process, ongoing compliance, costs, timeline, action items. |
| 5 | MI Legal Requirements Guide | Legal provisions the Operating Agreement must or can contain, checklist covering MI law, MIDAO expectations, and best practice from other MI DAOs. |
The Google Docs are read-only for now and can be switched to comment mode later or can be provided in another format as required.
How They Were Drafted
These documents were generated largely with AI assistance, with human direction and research spot-checks throughout. They are not a replacement for legal advice, and further work is required before they can be put before the community for approval. The goal is to provide a structure the community can iterate on efficiently - RAC members who have engaged with the Foundation and legal counsel should be in a position to judge whether the direction is aligned with their discussions to date, and if the work is already in hand with counsel and the registered agent, these can simply serve as background reference.
The research drew on:
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Marshall Islands law — DAO Act (2022), LLC Act (1996), Non-Profit Entities Act (2020), DAO Regulations (2024). Every mandatory statutory provision is covered.
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Foundation transfer requirements — aligned objectives, non-distribution, asset lock, KYC, custody, and continuity statement, all accommodated.
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RAC compatibility — the delegated function structure maps to the RAC’s current mandate.
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Consultation App alignment — voting mechanics, governance parameters, smart contract limits, and vote power sources match the deployed implementation exactly.
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Precedent — publicly available operating agreements from Pyth DAO, Odos DAO, MoonDAO, and Admiralty DAO.
Key Design Decisions — And Where Further Focus Is Needed
The choices below are the ones most likely to need the main focus from the community, RAC, and legal counsel to bring the documents to a completed, fileable state:
Member-managed, no managers. An MI DAO LLC can either leave management vested in the Members collectively (DAO Act §708) or designate managers, whose powers are then whatever the OA accords them (LLC Act §25 — there is no statutory default scope). Reflecting the community’s preference for facilitators over managers, the draft stays formally member-managed under §708, states the Company has no managers, directors, officers, or trustees, and delegates narrowly scoped operational functions to elected Members (“Delegates”). On a closer reading Delegates may still be managers in the statutory sense regardless of the label, and legal counsel may recommend stating that explicitly — but the substantive protections (scope limits, GP authorisation, standards of care) are the same either way. One for community and legal discussion before filing.
The five functions. The Operating Agreement defines five distinct Delegate functions: Treasury Signing (multi-sig, minimum 3 Delegates), Governance Operations (Consultation App + Owner Badge), Legal Signatory (contracts and continuity statement), Compliance Liaison (Registrar filings and BOIR), and Web2 Custodian (credentials and domains). Each action by a Delegate requires authorisation under a Governance Proposal - Delegates execute, they don’t decide. The community elects 3-7 Delegates as a group and they allocate functions among themselves, with a single person able to hold multiple functions. The five current RAC members can serve as the initial Delegates. The draft currently requires KYC for all five functions (§5.4), but it may be worth scoping KYC only to roles that genuinely need it — e.g. Treasury Signing, Legal Signatory, Compliance Liaison — and dropping it for Governance Operations or Web2 Custodian where the case is less obvious. One for community and legal counsel discussion.
Membership by voting. In this draft, you become a Member by casting a vote - not just by holding XRD or LSUs. Without an explicit criterion, membership defaults to holding a voting or governance token and ends by disposing of it, which given the previous community consultation on voting power would sweep in every XRD and LSU holder. An affirmative act (a vote) makes membership opt-in instead. The exact trigger still needs further thought - a more considered opt-in/opt-out mechanism may also serve UBO compliance better and make it easier to track the overall voting supply over time. Consideration is required also for leaving the DAO - draft currently says membership ends when a Member holds no voting-power assets and has no active votes - there’s no explicit opt-out. One for further community and legal counsel discussion.
Foundation role. The Foundation appears only as a transfer counterparty. It’s named in just three places in the OA: §3.1 (purpose — the Company is formed to receive assets from the Foundation and continue its mission of advancing ledger technology), §3.2 (Legal Signatories authorised to execute the continuity statement), and §5.4 (Treasury and Legal Signatory Delegates must KYC with the Foundation before the initial transfer). Worth a closer look to see whether these references can be tightened further.
Emergency provisions. Treasury Signers can act to preserve assets or services in an emergency, subject to GP ratification within 30 days (§5.3(a), §7.2, §10.3). These clauses are drafted in quite general terms — “emergency,” what can be done, and the scope of expenditure are all left to Delegate judgement at the moment of action, with only the 30-day ratification window as the backstop. This needs further consideration: what constitutes an emergency, what Delegates are authorised to do without prior GP (and what they are not), any expenditure caps, and whether certain classes of emergency action should carry a higher ratification threshold than 66.67%. One for further community and legal counsel discussion.
What These Are Not — And How They Relate to Other Work
These are draft legal formation documents — not a community governance framework, constitution, or manifesto. They cover what the law and the Foundation require, and no more. The work already underway in the community on governance charters, proposal frameworks, working group structures, treasury policies, and codes of conduct sits in a layer below the Operating Agreement rather than alongside it, and §12.4 of the OA explicitly allows the community to adopt operational policies by GP without amending the OA itself — meaning those documents can be adopted as companion frameworks once the DAO is formed, without needing to be rolled into the formation documents now.
What Happens Next
These drafts are shared openly for the community to use however is most helpful — as a reference, a basis for the RAC to use to finalise with legal counsel and registration agent, a complement that other groups’ efforts can feed into, or set aside entirely.
If it’s useful, I’m also open to guiding this to a filed set of documents — working directly with the RAC, Foundation, DAO Registration Agent and legal counsel as a priority item, determining pragmatically with RAC where to seek community input before the final documents go to a vote. This would likely have to be a paid assignment, proposed as a percentage fee on top of the envisaged Foundation grant for the MI DAO setup (e.g. legal and registration costs), or similar arrangement that aligns all sides. I have availability right now, so if there’s interest, let me know.
Looking forward to your feedback.