[RFC] Revisiting the Foundation's Legal Structure

🗳️ Meta-Governance DAO-Governance
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Context

Uniswap Governance has published an RFC to establish DUNI: a Wyoming Decentralized Unincorporated Nonprofit Association (DUNA) — as a legal wrapper to give Uniswap Governance real-world recognition, new capabilities, and greater autonomy.

A Snapshot vote is targeted for the week of August 18 or 25, 2025, with an onchain vote to follow (see RFC thread for updates).

As ENS grows into the global namespace and the next ICANN new gTLD application window approaches (Q2 2026), is our current legal structure still the optimal choice for maximizing participation, innovation, and proposal quality?

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Current Structure

  • Entity: ENS Foundation
  • Type: Foundation Company Limited by Guarantee
  • Jurisdiction: Cayman Islands
  • Source: ENS Documentation

Why it works well today:

  • Tax-Neutral Base: no Cayman corporate income, capital gains, or withholding taxes.
  • Managed overhead via CSP: registered office/secretary, supervisor, agent, and registry fees are predictable and budgetable.
  • Governance flexibility: articles grant significant powers to the DAO; bylaws and processes can be tailored to mirror onchain governance.

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Potential Limitation

While the Cayman structure offers efficiency and tax neutrality, my hunch is that some U.S. counterparties and regulated enterprises may prefer a U.S. wrapper for complex or regulated agreements.

I am concerned that staying in the current legal structure could impose a chilling effect on ENS innovation; skewing proposal flow toward “safe” projects and away from complex, high-potential initiatives, such as new gTLD operations and registrar partnerships, that are key to unlocking the full potential of the global namespace.

Those same projects could, in theory, strike side agreements with ENS Labs, but that defeats the purpose of permissionless innovation. This is especially true during a period of heightened competition, when the ability to propose and execute ambitious ideas directly through the DAO should be a core strength rather than a structural limitation.

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Key Question

Given ENS’s trajectory toward broader namespace operations and the potential influx of high-stakes proposals in the next ICANN round:

Should the DAO consider launching a Meta-Governance backed an inquiry into whether our Cayman Foundation remains optimal, or whether alternatives like a Wyoming DUNA or Texas UNA could better support growth, innovation, and participation?

This inquiry could result in a commissioned report that:

  • Engages external counsel across relevant jurisdictions.
  • Surveys potential proposers (especially in regulated industries).
  • Benchmarks operational, tax, and governance trade-offs.
  • Presents findings to the DAO for consideration.

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Call to Action

Given the increasingly competitive landscape, we should consider how adopting a more flexible legal structure can ameliorate structural limitations on ambitious proposals and invite participation from regulated industries and high-potential partners.

I recommend opening a Meta-Gov Working Group-backed research track in Term 7 to explore legal wrapper options and implications. The findings and recommendations should then be delivered to the DAO for a non-binding signaling vote.

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ENS DAO Newsletter #96 — 09/23/2025
ENS DAO Newsletter — 08/26/2025
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This is good @estmcmxci it’s a big topic of conversation in the crypto legal community.

Little more background, the Wyoming DUNA is a new type of legal entity which is getting significant momentum largely from a16z crypto and their head of legal, Miles Jennings, following the ruling in the Lido case, which I discussed at length in my prior risk analysis post. Here is a good thread with linked resources from Miles about this immediately following the Lido ruling in 2024: https://x.com/milesjennings/status/1858973798491713628?s=46&t=OhVXg_XTzXydPhlzegQr2g

In the wild Nouns DAO - which I believe ENS maintains a close relationship - has lead the way here and taken the steps to dissolve their Cayman Island Foundation and establish a Wyoming DUNA. Here is a link to their proposal of the same which includes a detailed breakdown of their fees and costs associated with the same: https://www.nouns.camp/proposals/662

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Thanks, @ENSPunks.eth — the NounsDAO proposal serves as an excellent design parallel that ENS DAO could use as scaffolding to revisit its own governance structure.

It’s telling that NounsDAO explicitly considered how its legal structure could best support both the perceived and actual legitimacy of the DAO, creating new opportunities for partnerships and recognition.

All this to say, any consideration of alternative structures must be approached rigorously.

The DAO should launch an inquiry into the available options, engaging legal counsel, surveying stakeholder/delegate needs, and benchmarking against peers. This would allow the DAO to receive formal recommendations before moving toward any binding vote.

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Nouns DAO spent a decent chunk of time as a community discussing this. Highly suggest folks give a listen/read to what we heard on our end (will provide links shortly). In the end we chose the USA entity because many of our members are here and we wanted to have legitimacy here in the USA and protect members.

You won’t catch me supporting pushing USA laws towards the rest of the world or have them conform to our thinking. But in the end voted yes.

I’ve asked a couple of the DUNA admins to share their personal thoughts here and getting them to join the calls. On top of UNI looks like Towns protocol as well joined DUNA.

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100%, would be great to have a knowledge-sharing session in an upcoming call. Pinging @Meta-Gov_Stewards to keep an eye on this.
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Dissimilarly, some of ENS DAO’s most notable contributors are not based in the United States. I’d be curious to learn how liability is limited under DUNA, or how protection extends to non-US individuals.

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Update: As of September 9th, 2025, Uniswap Governance has adopted a Wyoming-registered Decentralized Unincorporated Nonprofit Association (“DUNA”). The proposal introduced a set of legally binding agreements executed onchain, likely a first in the industry.

The proposal carried out its mandate through three covenants:

  1. The Association Agreement – a charter establishing formation and binding it to onchain governance, making governance proposals legally enforceable.
  2. The Administrator Agreements – contracts covering tax, compliance, and reporting obligations, with admins indemnified for good-faith performance.
  3. The Ministerial Agent Agreement – an agreement between DUNA and the Foundation, authorizing it to carry out non-discretionary, procedural tasks such as filings and transmitting governance-approved funds.

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With its approval and continued advocacy on The Hill, I believe that the UF has laid out an approach that the ENS DAO can use as scaffolding for transitioning beyond the current foundation model.

Questions:

  1. Is there an appetite, or perhaps even a necessity, for ENS DAO to engage in this inquiry, either from the Delegates, Directors, Service Providers, or ENS Labs?
  2. If so, what should our first step be? For instance, should we commission outside legal counsel, form a focused working group, or assign the research to a third-party?
  3. What milestones or deliverables would count as meaningful progress — e.g. a comparative memo on foundation vs. DUNA models, a delegate workshop, or a framework for consideration?

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I invite stakeholders and interested parties to share feedback. From your perspective, is this inquiry worth the DAO’s pursuit and investment of time, energy, and resources?

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Thanks for surfacing this and thinking proactively about ENS’s structure ahead of the ICANN window. It’s good to consider potential limitations before they become blockers.

I’m curious, though: do we have specific examples of partnerships or proposals that failed due to our current structure? Before committing resources, it might be worth exploring instances where the current structure limited us.

Kickoff: Organizational metadata on ENS
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Thanks @ENSPunks.eth @gramajo for your input.

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Great question — and this is exactly why knowledge-sharing sessions are important. While not identical, Nouns DAO’s experience transitioning from a Foundation to a DUNA model serves as an important parallel that can help guide our inquiry into this matter.

We had the Nouns DAO DUNA administrators join this week’s Meta-Governance meeting to share their learnings.

They outlined several reasons for moving away from the Foundation model toward DUNA.

I don’t have a definitive answer to your question yet, but I believe it’s worth continuing this inquiry to better understand how ENS’s mission might be limited by its current structure.

My gut (qualitative, purely) sense is that aligning with and being underwritten by a U.S.-based framework signals a high degree of legitimacy, which could make incumbents such as ICANN and others more receptive to collaboration.

Of course, great work is already being undertaken by Labs’ General Counsel with the support of the Public Goods Working Group. It may be worth supporting their efforts through further research (.ie more knowledge sharing sessions with other DAOs adopting the model).

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Thanks for this and all good feedback.

To your point, it would probably be a good idea to seek feedback from those representing ENS in front of bodies like ICANN, etc, and see what they think.

Additionally, weighing the cost/benefit of such a move would also be a good idea if this is something we intend to explore further.

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Yes, exactly — this makes perfect sense.

The goal of furthering this research would be to gather that kind of feedback from Labs and assess how the DAO’s current Foundation structure is perceived by the broader internet governance community relative to a DUNA framework.

I agree that pairing this with a clear cost/benefit analysis would be the logical next step if we decide to explore the transition further, ideally coupled with input from relevant SMEs.

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As a follow up on this thread/topic, yesterday saw the next step from Uniswap vis-a-vis their DUNA (DUNI) structure in the form of a proposal to turn on revenue fees.

While there are arguably many potential advantages to the newer DUNA structure over the LabsCo+(offshore)Foundation model, the gold standard when ENS DAO was created, from a legal & practical prospective revenue fees are the most significant.

Hayden proposal:

Uniswap Foundation:

Miles (a16z Head of Policy & General Counsel):

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This landscape is evolving rapidly, and I hope the delegates place emphasis on this topic.

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