Miscellaneous Provisions

Utah Code tit. 16, ch. 16-22, pt. 16-22-P4

in effect

Utah Code § 16-22-401 Asset subscription and payment.

16-22-401. Asset subscription and payment. (1) No minimum capital requirements may apply to a decentralized autonomous organization recognized by this act. (2) If the decentralized autonomous organization wishes to maintain a minimum amount of capital, the by-laws of the decentralized autonomous organization shall specify the rules for subscription and payment. (3) The by-laws shall provide the rules for exiting the decentralized autonomous organization that address the consequences of voluntary and involuntary member and participant exit on subscriptions and payments made by the member or participant. (4) No member may compel the dissolution of the decentralized autonomous organization for failure to return the member's on-chain contribution. Renumbered and Amended by Chapter 92, 2026 General Session

Utah Code § 16-22-402 Meetings.

16-22-402. Meetings. (1) A decentralized autonomous organization may hold meetings as provided in the decentralized autonomous organization's by-laws. (2) Unless explicitly specified in the by-laws, meetings are not required to be in person. (3) If the by-laws include a meeting requirement, the by-laws shall include an explicit and transparent mechanism of giving notice of meetings to administrators, members, or participants, and a defined time period for deliberating upon proposals submitted by an administrator, member, or participant. (4) Notice of any required meeting shall be communicated through a graphical user interface. (5) The quorum and majority requirements for meetings of a decentralized autonomous organization's administrators, members, or participants shall be specified in the by-laws. Renumbered and Amended by Chapter 92, 2026 General Session

Utah Code § 16-22-403 Contentious forks in the underlying blockchain.

16-22-403. Contentious forks in the underlying blockchain. (1) Except as provided in this section, in the event of a hard fork in the underlying permissionless blockchain: (a) the legal representation of the decentralized autonomous organization remains on the majority chain; and (b) any off-chain assets shall belong to the decentralized autonomous organization on the majority chain. (2) (a) A decentralized autonomous organization may choose to maintain legal presence on a minority chain if the decentralized autonomous organization expresses an intent to do so by public signal. (b) If the decentralized autonomous organization expresses an intent by public signal to maintain legal presence on a minority chain, any off-chain assets shall belong to the decentralized autonomous organization on the selected minority chain. (3) The decentralized autonomous organization may liquidate the decentralized autonomous organization's on-chain assets after a hard fork to move those assets to the chosen chain. (4) The decentralized autonomous organization may split into multiple legal entities after a hard fork, each on a separate chain, after public signal of an intent to do so, provided there is a definitive distribution of off-chain assets between the majority and minority chain. Renumbered and Amended by Chapter 92, 2026 General Session

Utah Code § 16-22-404 Restructuring.

16-22-404. Restructuring. (1) When a decentralized autonomous organization is restructured, whether through modification, upgrade, or migration, the decentralized autonomous organization's legal personality and limited liability is retained only to the extent that: (a) the new software code of the decentralized autonomous organization fulfills all the formation requirements of Section 16-22-201; and (b) where the decentralized autonomous organization has to be associated with a new unique public address, proper notice is provided by way of public signal. (2) A decentralized autonomous organization that is restructured in compliance with Subsection (1) inherits the rights and obligations of the original decentralized autonomous organization as a successor. Renumbered and Amended by Chapter 92, 2026 General Session

Utah Code § 16-22-405 Failure event.

16-22-405. Failure event. (1) In the case of a failure event, legal personality and limited liability are maintained to the extent necessary to protect decentralized autonomous organization members and participants from personal liability. (2) A failure event may trigger liability on the person deploying or upgrading the decentralized autonomous organization if that person: (a) acted in bad faith; or (b) engaged in gross negligence. Renumbered and Amended by Chapter 92, 2026 General Session

Utah Code § 16-22-406 Taxation.

16-22-406. Taxation. (1) If a decentralized autonomous organization recognized by this act is eligible to elect to be classified as a corporation for federal tax purposes, and the decentralized autonomous organization makes that election, the decentralized autonomous organization shall be subject to the provisions of Title 59, Chapter 7, Corporate Franchise and Income Taxes. (2) (a) Unless the decentralized autonomous organization makes the election described in Subsection (1), a decentralized autonomous organization recognized by this act shall be classified as a partnership for tax purposes and subject to the provisions of Title 59, Chapter 10, Part 14, Pass-Through Entities and Pass-Through Entity Taxpayers Act. (b) For purposes of taxation, a decentralized autonomous organization shall allocate the distributive share of income, gain, loss, deduction, and credit derived from the decentralized autonomous organization's activities, to each member of the decentralized autonomous organization in proportion to the member's membership interest in the entity. Renumbered and Amended by Chapter 92, 2026 General Session

Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter22/16-22-P4.html?v=C16-22-P4_2026050620261001Fetched: 10/26/2026