James Richardson
The Uniswap Foundation, the organization behind the world’s largest decentralized spot crypto exchange, has introduced a proposal to form a new legal entity under Wyoming’s Decentralized Unincorporated Nonprofit Association (DUNA) structure. This entity, named “DUNI”, will give Uniswap’s DAO a formal legal wrapper, enabling it to hire service providers, sign contracts, and ensure compliance with tax and regulatory obligations—while keeping its current governance model intact.
If approved, Uniswap would become the largest decentralized autonomous organization to operate within this framework.
$16.5 Million Allocation for Taxes and Legal Protection
The proposal outlines a transfer of $16.5 million worth of UNI tokens to cover previous tax liabilities and to create a legal defense fund. Since Uniswap did not elect corporate tax status, the Foundation expects an IRS bill of under $10 million for back taxes and penalties.
The new legal structure could also pave the way for enabling protocol fees, redirecting a portion of liquidity provider (LP) fees into the DAO treasury—a significant potential shift in Uniswap’s revenue model.
Strengthening Governance While Protecting Participants
According to Brian Nistler, Uniswap Foundation’s general counsel, the DUNA framework significantly expands the DAO’s capabilities.
“This sets the stage for a future fee switch vote and formalizes governance activities while protecting participants in collective decision-making,” Nistler explained.
However, under DUNA rules, fee revenue cannot be directly distributed to UNI token holders, meaning the governance decentralization remains unchanged.
Expert Guidance and Legislative Influence
The proposal also earmarks $75,000 for Cowrie, an advisory firm co-founded by David Kerr, who helped draft the Wyoming legislation passed in March 2024. Kerr will serve as DUNI’s administrator, providing strategic guidance during the transition.
A Wider Industry Shift
Uniswap’s move comes at a time when other major blockchain projects are recentralizing operations for efficiency—examples include the LayerZero Foundation’s plan to acquire the Stargate bridge and Yuga Labs proposing to dissolve the ApeCoin DAO.
Nistler emphasized that the real breakthrough lies in evolving DAO operations:
“DAOs have lagged in redefining how collective decision-making works, but DUNA gives them a path to scale operations, gain legal protection, and still maintain decentralized participation.”
