Businesses and nonprofits face evolving challenges in governance, operating across borders, automating decision-making, and balancing transparency with regulatory oversight. BORGs, the cybernetic organization first championed by MetaLEX, are emerging as novel model for decentralized and automated corporate structuring, while Wyoming’s DUNAs (Decentralized Unicorporated Nonprofit Associations) are pioneering a framework for nonprofit organizations without traditional incorporation.
These novel legal structures unprecedented flexibility, efficiency, and global reach—but they also raise pressing legal and governance questions that demand sharp, thoughtful consideration.
The Appeal (and Pitfalls) of BORGs
On the surface, BORGs represent the next wave of organizational evolution: a corporate structure that operates without geographical constraints, powered entirely by code and smart contracts. Decision-making is transparently viewable on an organization’s blockchain of choice, execution is swift, and oversight of corporate actions can be automated. A BORG-ified future envisions a global cooperative of contributors voting with tokens, processes run on-chain, and operations continue uninterrupted across time zones. When corporate deference to autonomous code is maximized, BORGs promise to minimize ambiguity and room for subjective interpretation.
But this technical work of art can come with friction. Automated governance systems may lack the nuance to address disputes or unintended consequences. Smart contracts, once deployed, can be immutable and create a surprise snowball effect when practical outcomes don’t mirror theoretical purpose. And when contributors live under different regulatory umbrellas, jurisdictional conflicts may arise. When does a BORG have legal personality? Who is accountable if code causes harm? Law enforcement has attempted to prosecute developers of allegedly harmful code as we’ve seen in the case of Roman Storm and Tornado Cash, but that policy may be changing, at least in the United States.
DUNAs: Decentralization, But Make It Statutory
In contrast, Wyoming’s DUNA Act, passed in March 2025, offers a state-sanctioned, legal container for decentralized nonprofits. It allows unincorporated associations to exist without traditional boards of directors or bylaws, recognizing governance in the form of codified rules or digital assemblies. It was closely modeled on Wyoming’s existing Unincorporated Nonprofit Association Act, but was custom-built for organizations desiring a decentralized method of governance.
This structure eases the burden for communities forming mission-driven groups. For example, a borderless environmental nonprofit could coordinate its global activities via DAO-style tools that are grounded in Wyoming law. It also clarifies liability protections and gives participants confidence that their association has legal standing.
However, at barely a year old, the DUNA model is still in its infancy and is untested in the courts. It’s not yet clear how regulators in other jurisdictions will react when a Wyoming-based DUNA solicits funds, hires contractors, or operates programs abroad. The lack of centralized leadership also creates complications if compliance, tax, or dispute resolution issues arise.
Navigating the Cutting-Edge: Consider Wisely
Here are some pointers to consider if your business is contemplating using a BORG or DUNA model:
- Aim small, miss small: Launch a small-scale BORG or DUNA around a defined, low-risk activity like coordinating volunteer efforts or distributing grants, before scaling to full operations. Ensure proof of concept first before
- Embed governance foresight: Use modular smart contracts and upgradability. Implement dispute resolution mechanisms such as on-chain arbitration, multi-signature trustees, or rollback triggers to address unintended outcomes.
- Clarify cross-border dynamics: Define which jurisdiction’s law governs operations, what happens to assets if a participant is sanctioned, and how you’ll handle tax filings in multiple countries.
- Adopt “privacy by design”: Structure your bylaws or smart contracts with privacy, compliance, and clarity baked in. That might mean off-chain storage of sensitive data, permissioned access for oversight, or embedding opt-out clauses for contributors.
The Role of Legal Teams
Legal counsel will need to collaborate closely with technical and governance SMEs. Drafting clear operational and service agreements to govern offchain variables to supplement the onchain smart contracts, reinforce accountability, and anticipate failure points. Regular reviews of the code and governance model with independent audits can help ensure the BORG or DUNA doesn’t drift into unintended waters. Certifications or attestations from nonprofit regulators or blockchain auditors can help signal legitimacy for external parties as well. Training for participants on governance protocols and decision-making thresholds will help align expectations with reality.
Looking Ahead
While a fully automated, billion-dollar corporation or non-profit may be a ways down the road, hybrid models that are part BORG, part traditional corporate structure may start to become more commonplace. We may see code-powered boards advising human council members, or smart contracts that pause during governance emergencies while they defer to community consensus.
The lines between code, community, and legal frameworks are blurring. Lawyers and policymakers who understand blockchain, governance protocols, and decentralized tooling will be best placed to guide cutting edge organizations by steering them toward legal and societal legitimacy. BORGs and DUNAs can set a new standard for collaborative, global work with careful design, transparency, and plenty of legal foresight.
