We have developed an initial draft of the legal documents that will define the Aave’s DAO RWA legal structure. We have shared the below summary and documents with core contributors and delegates for feedback with no issues identified.
We are sharing the summary here for the rest of the community. After receiving further feedback from the community, a final draft of these documents will be implemented via AIP and establish the structure itself.
A Summary of the Legal Infrastructure for Aave DAO’s RWA Investments
The proposed legal setup is a Cayman Foundation company, currently called the A-C Prime Foundation and is defined by two legal documents: Articles of Association and the Memorandum of Association. This is the same legal setup used by other DAOs for their RWA investments.
The Memorandum of Association defines the company adhering to Cayman’s Foundation Companies Law, 2017 and explicitly states its objective to “carry out the mandates” of the “Aave DAO.”
The Articles of Association defines the critical processes and structure of the company:
The company is assigned one nominee director who is responsible for executing and adhering to the mandate of a DAO Resolution or a Delegated Committee Resolution
A DAO Resolution is an Aave Improvement Proposal, successfully passed onchain, which offers binding approval of a written set of instructions, similar to the ImmuniFi AIP. The instructions are attached as scheduled to the Articles of Association and from there established as a legal obligation of the Foundation company.
A Delegated Committee Resolution is a written set of instructions offered by a Committee which has been previously approved by a DAO Resolution
A supervisor, responsible for ensuring directors fulfill their duties, and a secretary, responsible for administering the company, are also required roles
Specific obligations and procedures for assigning beneficiaries and distributing assets during events such as winding up the company or similar
Through the DAO Resolution and/or the Delegated Committee, the Aave DAO may define processes and procedures necessary to onboard RWA safely. It is not required to have a Delegated Committee and is only necessary when the DAO determines such a Committee would be helpful or not.
Centrifuge recommends establishing the company with instructions for compliance onboarding, as included in Schedule A. A committee structure may later be used for treasury management.
Centrifuge has also identified a corporate services firm, Leeward Management Limited. which would provide the nominee director, supervisor and secretary functions for the Foundation company as well as a registered office address for the company. Leeward Management is fulfilling this role for other DAO Foundation companies as well.
The documents in their current draft from can be found here: