0x71558ae2…779csent to0xf790a5f5…1365·#23,648,480·view on Etherscan
dissolve-the-dunaAppreciate everyone sharing their perspectives. These discussions are important as we evaluate what best serves the DAO moving forward. We want to address a few key points:
- We are currently working through structural options with our new tax/legal advisors. Once finalized, we will present a clear summary of each potential path forward, including implications and tradeoffs, so the DAO can make an informed collective decision.
- The Foundation provided minimal documentation, and we do not have meaningful insight into operations or decisions that took place before our tenure. If the DAO wants to pursue legal action against teams or projects it believes acted improperly prior to DUNA, that direction must come through a passed proposal. We cannot initiate those actions at our own discretion, and the DAO should be aware that this type of legal pursuit would likely be expensive.
- From an IRS perspective, the Foundation functioned more as a protective layer than a distinct taxable entity. In substance, the DAO would potentially be viewed as a deemed entity (a partnership composed of Nouns holders) which means potential individual tax liability. This is a “substance over form” issue where legal and tax exposure ultimately sits with members if it is determined that no proper entity existed to shield them.
- We have tentative guidance that auction proceeds should be treated as equity sales rather than income, meaning they do not generate tax liability for the DAO. This is still to be confirmed, but is highly likely to be the final determination.
- Under the current DUNA structure, we must comply with Wyoming DUNA law. Within that legal framework, onchain governance decisions passed by proposal supersede the bylaws and represent the final will of the DAO. Administrators are required to enact these decisions and cannot override them. This structure does not change how the DAO operates or how governance works, it simply adds a legal and compliance layer on top of DAO decisions to be handled by the admins.