Law of Code #157 - History of the DUNA, with David Kerr of Cowrie
DUNA — the Decentralized Unincorporated Nonprofit Association — is one of the most important new legal structures for crypto governance.
To understand its history, tax implications, and jurisdictional trade-offs, I sat down with David Kerr, founder of Cowrie, a crypto-native advisory firm specializing in U.S. tax compliance and entity structuring.
David was instrumental in drafting the Wyoming DUNA Act, and in this episode we discuss the evolution of UNAs, why Wyoming stepped up, the tax and compliance realities facing projects, and what this means for the future of DAOs in the U.S.
Timestamps:
➡️ 00:00 — Intro
➡️ 00:46 — Sponsor: Day One Law
➡️ 01:09 — Origins of the DUNA: why unincorporated associations matter
➡️ 03:32 — Early U.S. entity law, UNAs, and Wyoming’s first adoption in 1993
➡️ 07:53 — Why some states resisted hybrid entity forms
➡️ 12:30 — Nonprofit ≠ tax exempt: clearing up misconceptions
➡️ 16:15 — How DAOs and protocol treasuries fit with the DUNA model
➡️ 20:45 — Legislative drafting in Wyoming and lessons from Texas
➡️ 27:07 — Secretary of State & local support
➡️ 29:16 — When does a U.S. DUNA make sense for international projects?
➡️ 31:54 — Tax trade-offs: advantages, disadvantages, and compliance
➡️ 38:54 — Treasury management, W-8/W-9s, and reporting obligations
➡️ 41:56 — The DUNA as “where governance goes”
➡️ 47:39 — Building Cowrie: tax, filings, advisory, and administrator services
➡️ 49:11 — Crypto’s “LLC moment”
& more.
Sponsor: This episode is brought to you by Day One Law — a boutique law firm helping crypto startups navigate complex legal challenges. Subscribe to Day One's free monthly newsletter for legal updates.
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