Decentralised governance and the fiduciary architecture of charity law : the limits of DAO integration

Shillito, Matt (2026) Decentralised governance and the fiduciary architecture of charity law : the limits of DAO integration. Information & Communications Technology Law. ISSN 1360-0834

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Abstract

This article examines whether the fiduciary architecture of charity law in England and Wales can accommodate decentralised autonomous organisations (DAOs). Although DAOs promise transparency, participation and coordination through blockchain-based governance, which should appeal to charities, uptake within the sector remains limited. The article argues that this reflects a structural incompatibility between decentralised governance and the fiduciary framework through which charity law allocates responsibility. Charity law requires identifiable trustees who bear duties of loyalty, no-conflict, and no-profit and who remain subject to regulatory supervision. DAO governance, by contrast, disperses authority among token holders, relies on automated execution through smart contracts and often operates without legal personality. This mismatch produces what the article describes as a ‘fiduciary bottleneck’, in which decentralised decisions must ultimately pass through identifiable fiduciaries to acquire legal effect. The analysis conceptualises this tension as regulatory disconnect and considers its implications for integration of decentralised governance within regulatory regimes.