RMI vs. Wyoming vs. Cayman vs. Delaware

The decision to incorporate in the Marshall Islands is often a response to the limitations or regulatory risks associated with other jurisdictions. Each has trade-offs. This comparison evaluates the four most common options for DAO incorporation.

Summary Comparison

Marshall Islands vs. Wyoming

Wyoming was a pioneer with its 2021 DAO LLC Act and 2024 DUNA Act, but carries an inherent nexus to the United States.

• Taxation — Wyoming DAOs face the 21% US federal income tax rate (unless qualifying for 501(c)(3) status, which most DAOs cannot). The RMI offers 0% for non-profits and 3% for for-profits.
• Membership floor — Wyoming’s DUNA requires a minimum of 100 members. The RMI has no minimum.
• Dissolution risk — Wyoming requires annual activity or faces dissolution. The RMI has no such threshold.
• Federal exposure — Any US-domiciled entity is subject to federal regulatory actions (SEC, CFTC, FinCEN). An RMI entity operates under its own sovereign framework.
• Privacy — Wyoming may face stricter transparency requirements under evolving US federal law. The RMI requires KYC only at the 25% threshold.

Marshall Islands vs. Cayman Islands

The Cayman Islands Foundation is prestigious and “ownerless,” but operates under a fundamentally different legal theory.

• Governance — A Cayman foundation is managed by a board or council whose duty is to the charter. The DAO community typically has only an advisory role. In the RMI, the DAO community’s on-chain vote IS the corporate resolution.
• VASP licensing — Cayman has a mandatory Virtual Asset Service Provider licensing regime. Many activities that are straightforward in the RMI require complex licensing in Cayman.
• Cost — Cayman foundations are significantly more expensive to establish and maintain. The RMI offers a more accessible price point.
• Series structure — Cayman does not offer Series LLCs. They offer Protected Cell Companies, which are more restrictive.

Marshall Islands vs. Delaware

While the RMI LLC Act is modeled after Delaware, traditional Delaware LLCs are ill-suited for DAOs.

• Management assumptions — Delaware law assumes human managers or a board of directors. Transitioning to a manager-less decentralized structure is difficult.
• Smart contract immunity — Delaware does not carry the statutory immunity for open-source code use found in the RMI DAO Act.
• Tax burden — 21% federal + state taxes vs. 3% GRT (or 0% non-profit).
• Privacy — Delaware requires disclosure of members and managers. The RMI allows anonymity below the 25% threshold.
• Legal precedent — Both jurisdictions share Delaware case law as a reference, since RMI courts look to Delaware when no local statute exists.

When to Choose the Marshall Islands

The RMI is the strongest choice when:

• Your DAO operates globally and needs sovereign jurisdiction outside US federal oversight
• You need statutory recognition of on-chain governance as legally binding corporate action
• You want anonymous membership for the majority of participants
• You need the Series LLC structure for multi-product or multi-asset isolation
• You want the lowest possible tax burden — 0% or 3% vs. 21% in US jurisdictions
• You are building for AI agents or autonomous systems that need programmatic entity formation

The RMI offers a rare combination: sovereign stability, Delaware-derived legal tradition, and a legislative framework purpose-built for decentralized organizations.

Further Reading

• Marshall Islands DAO LLC — The complete RMI legislative framework
• DAO LLC Tax Structure — 3% GRT vs. 21% US federal
• Compliance & KYC — How RMI compliance compares
• Legal Entities for AI Agents — Why RMI is ideal for machine incorporation