BIP-106: Ongoing MiDAO Maintenance Costs for Beethoven X DAO Incorporation

Introduction & Motivation

In 2022, the Beethoven X DAO voted to establish a real-world legal entity – a non-profit limited liability company (NP LLC) under the laws of the Republic of the Marshall Islands (RMI) – with the assistance of MiDAO, the licensed registered agent and service provider. This entity provides the legal and administrative framework that enables the DAO to interact with the real world, execute agreements, and enjoy the benefits of limited liability while remaining fully governed by DAO processes.

Over the past three years, this structure has proven essential in enabling the DAO to operate securely and transparently, engage service providers, and represent itself as a recognized legal entity. As part of maintaining this legal status, the DAO must continue to pay the annual MiDAO maintenance fee.

This proposal seeks to approve an annual allocation of $5,000 USDC to cover the ongoing MiDAO registered agent and renewal fees.

Going forward, this BIP also proposes that this annual cost be considered an approved recurring operational expense, automatically renewed each year unless the DAO votes otherwise.

Background

Beethoven X DAO’s incorporation as a non-profit LLC in the Marshall Islands was a pivotal step in the DAO’s evolution. This legal structure enables the DAO to:

• Operate as a recognized legal entity under RMI law.
• Provide limited liability protection to contributors acting on behalf of the DAO.
• Enter and maintain real-world contractual relationships.
• Comply with applicable legal and administrative requirements for off-chain operations.

MiDAO continues to serve as the DAO’s registered agent, ensuring compliance with all required filings and renewals with RMI authorities. Maintaining this registration is a legal requirement for the entity to remain valid and operational.

## History / Context Since the original incorporation BIP, the DAO has successfully completed all prior MiDAO payments as outlined in the original schedule:

• **$4,500 **upon approval of the initial incorporation proposal.
• **$4,500 **upon issuance of the RMI NP LLC charter.
• $1,000 for the second-year registration fee.
• $5,000 for the third-year registration and maintenance fee.

With the third year now concluded, the DAO is required to renew its registration for the fourth year, ensuring continued compliance and uninterrupted legal standing.

This BIP therefore formalizes the ongoing annual renewal as part of the DAO’s core operational commitments.

Proposal

• Approve the payment of $5,000 USDC from the DAO treasury to cover the MiDAO annual renewal and maintenance fee for the Beethoven X DAO NP LLC.
• Authorize this cost as an ongoing operational expense, automatically renewed annually, subject to continued engagement with MiDAO and the DAO maintaining its RMI NP LLC structure.

## Impacts / Risk Assessment Benefits:

• Ensures the DAO maintains its recognized legal status and limited liability protections.
• Preserves the DAO’s ability to operate off-chain, enter contracts, and represent itself legally.
• Avoids administrative disruptions or dissolution risks associated with lapses in registration.

Risks:

• Failure to pay renewal fees could result in the entity losing its good standing or dissolution.

Mitigation:

• MiDAO remains the official registered agent under RMI law and continues to provide reliable, DAO-specific support services.
• Annual renewal will be subject to treasury confirmation and DAO oversight.

## Specification / Execution Plan Upon approval of this BIP:

1. The DAO Treasury will disburse 5,000 USDC to MiDAO’s wallet to cover the fourth-year registration and maintenance fee.
2. Future renewals will follow the same structure, with the DAO Treasury allocating the same amount annually unless superseded or amended by future governance.
3. The DAO representative will coordinate with MiDAO to ensure all filings and documentation remain current and compliant.

Conclusion

Maintaining the Beethoven X DAO NP LLC through MiDAO is essential to ensuring the DAO’s legal standing, operational continuity, and contributor protection. This proposal authorizes the necessary ongoing funding to meet these obligations and provides a simple, sustainable framework for future renewals.

By approving this BIP, the DAO reaffirms its commitment to responsible governance, legal compliance, and long-term operational resilience.