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The ENS DAO is represented in the real world by a Cayman Islands Foundation. This page describes why this is useful, how the foundation is structured, and what powers the DAO has over the Foundation. |
Having a legal entity that represents the DAO in the "real world" is valuable for a number of reasons:
- It provides limited liability to DAO participants for the actions of the DAO. Without a legal entity, participants may be individually held liable for anything the DAO as a whole does.
- It is capable of complying with taxation requirements - without a legal entity, DAO participants may be held liable for a proportion of the DAO's income, even if they are not able to access these funds.
- It is capable of entering into contracts with other "real world" entities, of holding assets (including IP rights), and so forth.
For a more detailed discussion of this topic, see this excellent blog post.
The ENS Foundation is a Foundation Company Limited By Guarantee, incorporated in the Cayman Islands. Foundation companies are nonprofits; The ENS Foundation has no shareholders and cannot pay out dividends to its directors or members. For more details on how foundations work, see this article.
The ENS Foundation has three directors: Nick Johnson, Brantly Millegan, and Kevin Gaspar, all ENS core team members. Directors are in charge of the day-to-day running of the foundation.
The ENS Foundation has one supervisor. The supervisor is an administrative role whose job is to make sure that the directors are doing their jobs in accordance with Cayman Islands law. The position of supervisor is filled by a Cayman Islands firm, DS Limited.
The ENS Foundation's Articles of Incorporation give significant powers to the ENS DAO (referred to as "The Council" in the Articles). The DAO may vote to:
- Appoint or remove a director, member, or supervisor.
- Prohibit admitting any members in future.
- Instruct the directors to wind up the foundation, and specify what charity or other foundation should receive the foundation's assets.
Though not specified directly in the Articles, the DAO may also instruct the directors to take action on behalf of the Foundation - such as signing a contract, engaging a company for a service the DAO requires, or delegating some of the directors' powers to a DAO working group.
Running a Foundation is not free, and comes with some real-world costs. An incomplete list of anticipated expenses includes:
- Registered Office & Secretary Services: $10,000 USD p/a
- Supervisory Services: $30,000 USD p/a
- Agent for service of process: $1,200 USD p/a
- Companies Register Fees: $850 USD p/a
The Directors may ask the DAO for reimbursement of these fees when they are incurred so that the Foundation can continue to operate.
For transparency, important documents relating to the Foundation can be found below. Meeting minutes, resolutions, accounts, and other documentation will be uploaded here as it is made available to the directors.
{% file src=".gitbook/assets/M&A - Incorp - The ENS Foundation - 26 October 2021.pdf" %}
{% file src=".gitbook/assets/Certificate of Incorporation - The ENS Foundation - 26 October 2021.pdf" %}
{% file src=".gitbook/assets/Dir Res - Stage 2 - The ENS Foundation (27.10.21).pdf" %}