DAO (Decentralized Autonomous Organization) and Legal Liability

DAO (Decentralized Autonomous Organization) is a structure on the blockchain managed by token holders by vote. Although it is not directly regulated in Turkish law, it is interpreted with existing institutions.

Legal Characterization

• It is not considered a trading company within the scope of the Turkish Commercial Code (it is not established).
• Not considered as an association/foundation (no legal entity declaration).
• The closest interpretation: "ordinary partnership" (TBK art. 620).
• In ordinary partnership, members are jointly liable

Ordinary Partnership Results

• Members are primarily responsible for all debts.
• Legal protection of anonymity is weak — liability passes once identification is established
• Earnings tax is on each member's income.
• All members can be sued in a transaction that creates a debt.

Overseas DAO Models

• Wyoming DAO LLC (USA): Recognizes legal personality since 2021.
• Maltese DAO law:Legal framework for certain structures.
• Swiss foundation model: Many DAOs are structured under Swiss foundations.
• There is no equivalent structure in Turkish law; If internationally established DAOs create debt in Türkiye, Turkish law is applied.

"Anonymous Membership" Problem

• DAO members are generally known by their wallet addresses.
• Member ID can be determined in DAOs that perform KYC.
• During the adjudication process, the exchange/wallet provider shares KYC data.
• Complete anonymity has no guarantee of legal protection.

Typical DAO Disputes

• Treasury management — no authorized person.
• Hack / lost funds — who is responsible?
• Exit right (token sale or exit vote).
• Membership structure conflicts (governance attack).
• Consumer/project participant complaints.

Tax Aspect

• Earnings are subject to income tax.
• Special regulations are expected for crypto earnings.
• The "mutual fund" nature of the DAO is controversial from a tax perspective.

Supreme Court — Expected Approach

The Supreme Court chambers will primarily evaluate DAOs within the framework of ordinary partnership; will enforce the joint and several liability of the members; It will allow people whose identities can be identified to be held responsible for debts. Judicial cooperation is essential in sharing KYC data.

Practical Advice — DAO Members