탈중앙화 자율조직(DAO)의 단체법적 지위와 책임 구조 – 미국 연방지방법원의 주요 판례를 중심으로 –

The rapid expansion of decentralized finance (“DeFi”) and decentralized autonomous organization (“DAO”) has exposed fundamental gaps in traditional regulatory frameworks that assume clearly identifiable organizational actors as primary bearers of responsibility. In response to these regulatory lacunae, U.S. federal district courts have begun to articulate doctrinal approaches to the legal status and liability structure of DAO. In Commodity Futures Trading Commission (“CFTC”) v. Ooki DAO, the CFTC characterized the DAO as an unincorporated association under California Corporations Code and as a “person” subject to enforcement under the Commodity Exchange Act, asserting DAO’s capacity to sue or be sued; the U.S. District Court for the Northern District of California accepted alternative service, recognized DAO’s capacity to sue or be sued, and imposed injunctive relief. In Sarcuni v. bZx DAO, plaintiffs sought damages in negligence against founders, developers, and venture capital participants (“core participants”) who were alleged to have actively engaged in governance, exchange listing efforts, marketing, and revenue-generating activities in connection with losses caused by a hacking incident. The U.S. District Court for the Southern District of California recognized the plausibility of a general partnership under California law and the potential partner status of certain core participants, examining the liability structure premised on joint and several liability. In Samuels v. Lido DAO and Houghton v. Leshner, the Northern District of California further suggested the plausibility of statutory seller liability under Section 12(a)(1) of the Securities Act of 1933, alongside joint and several liability premised on a partnership theory. While these approaches help close regulatory gaps, they also raise concerns that indeterminate partnership boundaries and expansive applications of joint and several liability may chill DAO ecosystems. Against this backdrop, Korea should conduct a systematic examination of the legal status and liability structure of DAO. First, DAO—understood as organizations structured around shared purposes, rules, governance mechanisms, treasuries, and control structures—should be assessed using traditional doctrines of partnership, unincorporated association, and corporate law to determine its legal status and liability structure. Second, DAO tokens should be subject to regulation under the virtual asset service provider regime based on their rights structure—ranging from pure utility tokens to governance and equity-like tokens—and the degree of substantive control they confer. Third, in the medium to long term, a DAO-specific statutory framework should be considered to grant limited liability incentives to registered DAO, apply adverse inferences to unregistered DAO, and implement a gatekeeper-oriented regulatory model centered on law firms, accounting firms, venture capital firms, and virtual asset service providers to enhance user protection. Fourth, liability attribution must be refined by identifying issuers, sellers, and service providers according to substantive influence and benefit allocation, designating core participants as primary bearers of responsibility, and providing safe harbors for minor token holders and passive participants.