Exploring the Laws for DAOs

Project’s topic

A DAO (Decentralized Autonomous Organization) is a “digital company” created using blockchain technology. This new form of social organization is one of the main pillars of the crypto economy. DAOs operate primarily in the digital environment (as opposed to the “real world”) and are mainly used in Decentralized Finance (DeFi), which is developing around cryptocurrencies, of which Bitcoin is the best known. DAOs are also essential to the development of Web 3.0, which is a new kind of Internet where Decentralized Applications (DApps) play a central role. These different factors are at the origin of the craze for DAOs that can be observed today.

The constitution and operation of a DAO is run by blockchain-based Smart Contracts. Unlike a traditional company, a DAO does not need the law to be incorporated and to have commercial or non-commercial activities. This statement is true as long as a DAO remains confined to the digital environment. But if a DAO extends its activities into the real world, it inevitably finds itself confronted with one or more legal orders. For example, a DAO may hire a software developer to improve its code, or investors who have been harmed by a hack may want to sue a DAO for failing to protect their interests. In those circumstances, it is necessary to determine which legal rules are applicable to DAOs, which is a challenging task as DAOs are a new type of company unknown to the law. The main question is whether the DAO itself exists from a legal point of view. Is it possible to recognize DAOs as having a legal personality equivalent to that attributed to traditional companies?

Exploring the Laws for DAOs is a multi-faceted project devoted primarily to the legal handling of DAOs. But this research is not limited to law: it also involves other disciplines, notably computer science. In its current stage of development, this project aims to precisely define the legal notion of a DAO and to legally qualify this type of social organization in order to determine the applicable legal rules. In view of the intrinsically international character of these entities formed and operating mainly on the Internet, these questions are examined in three frames of reference: the national, international, and anational legal orders. In a later stage of development, Exploring the Laws for DAOs will integrate other disciplines to draw a complete picture of the economic and societal issues related to the creation of a new form of company.

Academic interest of the project and its importance for the industry

Exploring the Laws for DAOs is a project that started in 2016 with the first research of prof. Florence Guillaume on private international law issues related to the use of blockchain technology. This pioneering study was published in a collective work edited by three professors of the Faculty of Law. Sven Riva then wrote his Master’s thesis in law on the recognition of DAOs in the Swiss legal system. This work is the first scientific research on the understanding of DAOs by law. Prof. Guillaume and Mr. Riva have continued their research on DAOs and have gained international recognition in this field, which is still little explored. This has led them, among other things, to participate in an international group of experts set up to draft a model law for DAOs, which is a model law that can be adopted by States wishing to integrate DAOs into their law. Mr. Riva is currently writing his doctoral thesis on “The new forms of companies arising from the blockchain”, which will present an in-depth analysis of the legal issues raised by DAOs.

DAOs occupy a central place in the emerging Web 3.0 economy and it is essential for Switzerland to provide a clear and adapted legal framework for this type of organization so that our country can fully benefit from this new and growing market. This is the context of Exploring the Laws for DAOs.

Publications related to the project

Florence Guillaume (édit.), Decentralized Autonomous Organizations in the Legal Landscape: From Decentralized Governance to Legal Frontiers, Edward Elgar 2025 [to be published].