The DAO incident exposed the significance of the definition of the subjectivity of blockchain decentralized autonomous organizations, and the entry point is the Token holder. The selection of this entry point is in line with technical characteristics and has positive significance. "Company talk" does not conform to the technical characteristics of the DAO platform, which combines owners and managers into one; The theory of "quasi-organization" has not explained the legal hermeneutic meaning of "quasi-organization" and its application effect. Only the "partnership theory" is reasonable. The blockchain decentralized autonomous organization has subjectivity, can form a total meaning independent of the personal meaning of the Token holder, is based on the Token holder account, has its own property, is based on the contract and consensus mechanism, and has organizational requirements, which can meet the procedural requirements of standardisation. Blockchain decentralized autonomous organizations meet the requirements of joint operation, shared profits and losses, and shared risks, and are partnerships. At this stage, the liability of the partnership members can be borne by the joint system, which is borne by the parties holding the Token respectively.

Key words: blockchain; Decentralized autonomous organization; Tokens; Smart contracts; Partnership type pooling

Participants in the blockchain network can use blockchain technology to create Decentralized Autonomous organizations (DAOs) to cooperate on a peer-to-peer basis to achieve certain economic or social purposes. Instead of relying on a hierarchical management mechanism such as a board of directors or CEO formed by a centralized organization, DAOs are managed through distributed consensus, dynamically allocating rights to Token holders through smart contracts. This new type of organization creates new commercial possibilities, but DAOs still cannot be considered legal entities under current law and still face significant legal challenges in their application. This makes it impossible to discuss the freedom of its ideas and actions, not to mention the enjoyment of its rights and obligations, and the assets of its members are not independent of the debts and responsibilities of the organization. The discussion of the subjective nature of the DAO is not only about the choice of the best path to regulate and regulate the organization, preventing a P2P type of thunderstorm crisis, but also about improving existing legal entities, making them more accountable to shareholders, and further reducing fraud and corruption. [1] 155 Therefore, how to recognize the nature of such autonomous organizations in law has become an urgent question to be discussed.

I. Identification of the nature of blockchain self-organization

(I) The DAO incident and its problems

The DAO, deployed on the Ethereum blockchain, was one of the first decentralized organizations. At The end of May 2016, German company Slock.it launched the crowdfunding project "The DAO" on Ethereum, which acts as a decentralized venture capital fund and aims to become a hub for all types of investors to invest in blockchain innovation projects. The project issued DAO Token financing, raising 11.5 million ether, or about $150 million, through an Initial Coin Offering (ICO). On June 12, the issuer discovered a flaw in the DAO software, but when it was time to fix the flaw, the hackers began their attacks, and by June 18, the attackers had exploited the flaw to steal more than 3 million ether coins. How to respond to this attack is an urgent decision for the Ethereum community. At that time, the more influential team advocated modifying transaction records to recover the ether stolen by hackers, while another part of the participants were firmly opposed, because this approach would have a fundamental impact on the core value of blockchain transactions that cannot be tampered with, and bring inestimable damage. The result was that Ethereum split in two: the chain that modified the transaction was called Ether (ETH), while the chain that refused to modify it was called Ether Classic (ETC). At present, although there are participants in both branches, the fork clearly affects the development of the Ethereum community. How to design a scientific decision-making mechanism, strengthen the prior management of the community, effectively deal with the crisis in the operation, and avoid the fork of the blockchain community is an important issue that needs to be considered in the governance of the blockchain community. After The incident, the US Securities and Exchange Commission (SEC) concluded that The DAO Token issued by "The DAO" was a security under the US securities law, [2] but it took a lot of trouble for the SEC to decide whether the Token holder or the initiator or the third party should bear the illegal liability. In terms of numbers, the most widespread of the DAOs were Token holders, but the SEC believed that Token holders were passive in the whole affair, playing a role similar to shareholders of public companies, and the SEC ultimately chose to hold promoters accountable, but this determination caused widespread debate. [3]

(2) The importance of defining subjectivity

In practice, a variety of decentralized autonomous organizations continue to emerge, which are faced with the risk of dim legal status and ambiguous rights and obligations, and need to be adjusted appropriately by law. However, because the underlying technology is relatively complex, the transaction mode is changeable, which increases the difficulty of legal adjustment. Defining its status is the condition for regulatory intervention by law, which affects the rights and responsibilities of DAO participants and their operation.

First of all, the definition of the nature of DAO directly determines the rights and obligations of Token holders. As a decentralized autonomous organization, DAO not only needs an effective post-negotiation mechanism, but also a pre-decision mechanism for project management, operation and community decision-making, so as to reasonably regulate the rights and obligations among members. Participants in a blockchain system can be viewed as data and nodes in the blockchain network. In the public chain, the participants of common nodes are anonymous, and their roles change with different networks, so it is difficult for the law to seek stable governance. For the security of the blockchain, in order to properly divide the rights and obligations of the participants, it is necessary and important to define the nature of the relationships within the blockchain. [4] 136

Secondly, the definition of the nature of DAO directly determines the liability of Token holders. If Token holders bear limited liability, it will help control investment risks and enhance investment confidence; Giving them unlimited liability will discourage potential investors from investing and creating decentralized autonomous organizations. It is therefore crucial to define The legal status of the decentralized organizations typified by The DAO case.

Finally, the nature of DAO directly determines the operation of DAO organization. Due to the fundamental characteristics of blockchain decentralization, this is similar to the situation where limited liability company governance is faced with minority shareholders unwilling to participate in voting, and DAO is also faced with serious decision-making participation inertia in the handling of emergencies in operation. Even if the consensus mechanism such as POW(Proof of work) is adopted, although the voting is ostensibly based on computing power, the voting is still dominated by the opinions of "major shareholders" or authoritative participants in the community to a considerable extent, [5] 14 A small number of participants in the blockchain project are not highly motivated to participate. Therefore, the accurate definition of the legal status of DAO is the basis for clarifying the transaction subjects and their rights, obligations and responsibilities, which are the prerequisite for maintaining the effective and stable operation of DAO.

Second, DAO subjectivity recognition of the existing views of criticism

At present, there is no consensus on how to characterize the new organizational form of DAO, and there are different viewpoints in the academic circles, such as partnership theory (including joint venture) and company theory.

(a) The DAO company and its criticism

The prevailing view is to characterize blockchain networks as companies. In this view, all Token holders are shareholders of the DAO company. And, since companies can sell shares to the public to finance company operations, blockchain networks can also sell cryptocurrency tokens. [6] An in-depth analysis of what companies say is that decentralized autonomous organizations can operate as Series Limited Liability corporations (SLLCS) through a separation of assets structure, Divide the assets, liabilities, obligations, and liabilities of a limited liability company into separate series. This business structure allows decentralized autonomous organizations to have multiple ownership, management, and economic rights. With the SLLC model of operation, decentralized organizations can enjoy limited liability, share profits between series, expand, terminate or enhance diversified businesses as necessary, transfer assets between series, or grant different management control to token holders. [1] 152

However, the typical feature of modern corporate governance structure is the separation of ownership and management rights, and in an organization like DAO, the Token holder is both the owner of the asset and the operator of the transaction, combining the two into one, which is obviously different from the company. DAO relies on smart contracts to operate autonomously without human intervention and management, which does not have the meaning of the company to form institutions and business executive agencies, let alone the management power to the board of directors or senior managers. Therefore, the DAO is clearly not a corporate entity.

(II) DAO partnership and its disadvantages

Some American scholars have also identified DAO as a partnership. [7] In the United States, as well as in some European countries, decentralized organizations formed for profit are considered general partnerships. In this view, the law does not exempt members from liability if a DAO organization violates the interests of a third party, or if it is unable to pay its debts. However, once a DAO is considered a general partnership, it is difficult to attract members, especially those with large assets, because they are concerned about the joint liability risk of their assets.

The recognition of DAO as a partnership is mainly based on the following three reasons: First, in the United States, compared with other forms of organization, the partnership has the nature of understatement and the recognition is more relaxed; Second, DAO conforms to the essential characteristics of partnership enterprise "sharing risks and sharing benefits"; Third, as a supplement to this view, there are also American scholars who believe that the DAO is at least a joint venture (hereinafter referred to as JV, intended to be translated as a joint venture), if not a partnership. [7] 1554

However, how to recognize and demonstrate this partnership mechanism in law is still questionable, and the author will make a detailed analysis of this point of view in the following article.

(3) DAO quasi-organization theory and its defects

Some scholars have tried to define the relationships within the blockchain system as a quasi-organization. This view holds that, unlike partnerships, blockchains do not have an obvious internal hierarchy structure, but are automatically granted and revoked membership by the system, and it is difficult to find the type of subject that can adjust the blockchain under current law. Moreover, the blockchain has the characteristics of "team production" and "contract connection", and the joint execution of the blockchain system services has a common purpose, coupled with the "joint control" situation between the blockchain nodes, so that the blockchain has the characteristics of legal organization. The quasi-effect is that blockchain can be "applied by reference to the rules of law as a limited partnership." [4] 141 However, exactly how to identify a general partner and a limited partner in a partnership is still subject to debate.

Third, the Token holder is the entry point for identifying the blockchain's subjectivity

With the application of blockchain technology and digital currency, decentralized autonomous organizations continue to emerge, and legal intervention has become inevitable, which requires the selection of appropriate participants as the adjustment or observation entry point. However, blockchain technology alone cannot tell us about the entities involved and the governance roles they play. Therefore, how to find the entry point to define the nature of DAO becomes the key to the problem. The large number of participants in the blockchain system increases the difficulty of observation, so that some scholars believe that the main form of the organization in the current law is difficult to regulate the main body of the blockchain. [4] 136

(a) The four-layer structure of the blockchain organization

The operation of DAOs is essentially dependent on code, but the legal point of entry for regulating blockchains is and can only be the blockchain participants, not the code. The operation of the blockchain system mainly revolves around the recording and maintenance process of the blockchain ledger. According to the ownership of record rights, the blockchain system can be divided into public chain, alliance chain and private chain. The access rights of these chains are determined by the maintainer of the blockchain, and the public chain is a completely open chain that can be maintained by any node. The private chain is generally not open to external users, and a single node participates in record maintenance. The consortium chain is in between, with pre-determined nodes participating in record maintenance. R3 and Corda are typical private chains, which are essentially private networks that require a certain degree of trust between nodes. In contrast, the public chain represented by Bitcoin and Ethereum, which runs on public domain software, reflects the true spiritual essence of the blockchain. However, if private and affiliate chain systems have relatively clear membership boundaries, public chain systems lack such clarity. Among the many participants, such as issuers, miners, edge service providers, and Token holders, it is quite difficult to decide which is the appropriate intervention point for legal intervention in blockchain adjustment. [8] 699-701

In fact, The problem left by The DAO incident is precisely that, the choice of entry point for DAO's nature identification determines the extent to which a perspective of rights independent of technical logic can be formed. Kevin Warbach's proposed four-layer concentric circle structure of the blockchain is instructive. In a four-tier structure, a ledger that ensures blockchain security with decentralized consensus is at the center; Smart contracts constitute the second layer as the software code that guides the transactions of this blockchain network; The third tier is edge service providers such as exchanges and wallet services, which form a bridge between cryptocurrencies and the real world; The outermost fourth layer is the tokens that decentralized applications and other applications sell directly to users. [6] The four-layer concentric circle structure provides a reference for understanding the nature of the blockchain DAO organization, especially for choosing the entry point of its legal regulation.

(2) The Token holder serves as the entry point for the recognition of blockchain subjectivity

For virtual networks, regulators can select any participant and monitor online activity. [6] As far as blockchain is concerned, although some scholars believe that application developers are the real leading role, [4] 136 However, whether it is the developers of the blockchain network, miners or organizations providing services, ultimately participate in the blockchain network in the form of Token holders. By purchasing or holding tokens from the DAO, these members automatically become members, enjoy rights, and thereby directly or indirectly control the assets of the organization. So, Token holders are a fundamental part of the blockchain network and therefore an ideal entry point for adjustments.

The Token holder is not only the decision maker of the blockchain, but also the party of the smart contract, and covers all the participants of the blockchain, so taking the coin holder as the entry point is more conducive to the regulation of the blockchain: First, the Token holder is the decision maker of the blockchain system, and all decisions are made by the token holder vote after the blockchain is launched. [8] Second, the Token holder is the party to the smart contract. As the execution mechanism of the blockchain, the essence of the smart contract is a program composed of computer code, which is read and executed by the computer and has the characteristics of self-help. [9] Once a smart contract is started, it operates autonomously and there is nothing anyone can do to stop it. [8] Therefore, to adjust smart contracts, the parties to the contract - the Token holders - should be adjusted. Token holders are the most common group on the blockchain. Adjusting token holders is adjusting all participants, and ownership interests will not generate profits "solely through the efforts of others."

Four, DAO subjective elements judgment

To discuss the subjectivity of DAO, it is necessary to judge whether it conforms to the civil subject requirement. Among the different types of civil subjects, the constitutive elements have the most substantial significance for non-natural persons. Non-natural subjects, whether they are purely human factors, physical factors, or organic combinations between them, are collectively called groups. [10] The key to the subjective judgment of DAO is to judge whether it conforms to the constituent elements of the group.

(1) The body of the group shall have substantive requirements

1. DAO has the meaning and belief of independently engaging in a certain business activity

The meaning and belief combined by undertaking a certain career activity are the will elements constituting the civil subject and the source of the group personality. However, the will of the group is not the simple addition of the will of all its members, but on the basis of mutual respect and exclusion of personality, finally reached the joint will, DAO is the existence of group will independent of members.

The DAO is a combination of a series of smart contracts, and the most straightforward way to create a DAO is to embed the decision-making function directly into the blockchain protocol or smart contract that drives the DAO. In this way, many contracts play the role of managing membership, managing the way members vote on the project, managing the way funds are allocated, membership termination and other functions, and many smart contracts constitute a link, forming an automatic operating mechanism without human management. [11] Smart contract algorithm is the center of decision-making in this autonomous system, and people can only indirectly influence or input information that affects DAO decision-making, but cannot directly control DAO operation. Algorithms process relevant information from the environment and ultimately decide how to act. Regardless of the form in which DAO is created, Token holders vote on different criteria under different consensus mechanisms to form decisions. As long as the DAO can pay for the resources needed for the blockchain network to function, it can continue to operate regardless of the wishes of its founding developers. Thus, DAOs can form a total meaning that is independent of the Token holder.

2. The DAO has the appropriate property or other necessary conditions to carry out the activity

Property or other necessary conditions are the material basis for a group to become a civil subject. Having its own independent property is an important material basis for an objective entity to become a civil subject. With property as the essential element of the body, the independence of the group property determines that the group can form different forms of the body.

DAO itself is mostly generated for specific economic or other purposes, and the DAO launched for economic purposes collects and manages a large amount of property, so DAO will face the security risks of hacker attacks. DAO participants use digital currency accounts to deposit funds needed for maintenance and operation, and purchase tokens through intermediary service providers. The blockchain protocol and smart contract code instruct the DAO how to make decisions, how to retrieve or collect the information needed to make decisions from the outside world, and how to control and distribute assets to ensure that they can continue to operate without relying on any third party. These features mean that no one can seize or control the assets of a DAO unless the blockchain protocol underpinning the DAO is compromised or the functionality is integrated into the blockchain protocol. Therefore, on the one hand, Token holders have their own accounts on the blockchain and are entitled to share the profits and losses of the partnership, while DAOs invest in the company and project to form their own assets, and each investor shares the profits and losses through the Token. Therefore, we say that DAOs can form their own property.

(2) The body of DAO group should have formal elements - legal recognition

The objective reality is incorporated into the legal subject through a set of recognition principles, which mainly include free establishment, standard establishment, administrative license, franchise establishment and compulsory establishment. Peng Chengxin believes that for profit-making or commercial unincorporated organizations, the principle should be adopted and supplemented by the court's opinion. The profit-making of commercial unincorporated organizations determines that the state cannot set up completely laissez-faire in order to facilitate economic regulation, especially tax administration. Therefore, the principle of encouraging or promoting the active registration of such subjects is adopted.

In The DAO incident, the founders did not rely on any formal agreement or charter recognized and approved by the state department when creating the virtual organization, but defined all the operation processes of the organization through smart contracts, including the governance structure of the organization, and the daily affairs such as accepting proposals and making payments. Anyone can join The DAO by buying tokens and vote on whether they should support a blockchain project based on the number of tokens held. If a project receives enough votes from The DAO's token holders, the smart contract will be programmed to automatically disburse funds to the project without any intermediary involvement. [1] 147

If the subjectivity of DAO is recognized, what form the law should take becomes a problem. Requiring registration could stifle market dynamism. Consider that the DAO is a new form of economic organization, and as the scope of application of the blockchain network expands, the number will gradually increase. Adopting standard doctrine can meet the needs of legal supervision of blockchain, and is also conducive to the scientific intervention of law in blockchain. This is clearly conducive to the regulation of such entities and their online activities. In fact, standardisation also meets the requirement below to identify DAOs as partnerships. According to Article 9 of the Partnership Enterprise Law, the establishment of partnership enterprises must be registered.

A DAO with subjectivity belongs to a partnership

Do DAOs with group personality belong to legal or unlegal organizations? The previous article has criticized the "legal person", there is no need to say more here. Among unincorporated organizations, partnership is the most typical. Since the enactment of the General Principles of Civil Law, there have been various opinions on the subjectivity of partnership. The General Principles of Civil Law and the Partnership Enterprise Law have identified partnership as the main body, responding to the social reality that the organization body is the main form of modern partnership. In addition, the Contract Compilation of the Third Draft of the Civil Code has not ignored the contractual partnership, and has been systematically stipulated in Article 967-978 of Chapter 27. In the two dimensional view of partnership, DAO is consistent with partnership.

(1) A partnership as the principal entity

In the traditional civil law, the authoritative view is that a partnership is only a collection of partners, not another entity or legal person independent of the partners. However, this view does not deny that the partnership is not a simple collection of people, the partnership has a group nature, and the partnership property is relatively independent. The group nature of the partnership is manifested in the business of the partners, the execution of business, the disposition of property and the change of members, which requires the agreement of the partners. The relative independence of partnership property is manifested in that although the partners are jointly and severally liable to the creditors, the partnership creditors should pay off the debts of the partnership property first, and only pay off the partners property when they are insufficient. [12] 250-253

Article 102 of the General Provisions of the Civil Law includes the partnership into an unincorporated organization, making it qualified as a civil subject. Partnership refers to two or more partners on the basis of the conclusion of an agreement to establish a joint business relationship and share income, risk, profit and loss, its purpose is to operate a common business. Compared with other forms of organization, partnership has the following characteristics: First, partnership is built on the basis of mutual trust of partners, which is reflected in the partners through the partnership agreement to make arrangements for the specific content of the partnership and organization management; Second, a partnership is jointly operated by all partners. This kind of joint operation is different from the operation and management of a company setting up a governance organization, and is different from the individual operation and management of a sole proprietorship enterprise by the investors, but the joint operation and management of each partner through the partnership agreement. [13]

(2) DAO satisfies the requirements of partnership

1. Co-operating

The so-called joint management, its standard is to judge whether the members of a certain organization enjoy the control of the organization. Generally speaking, members enjoy the right of management when they enjoy the control of the organization, which is in line with the composition of the joint operation of the partnership. Therefore, the right of control is of great significance to the recognition of general partnership. However, we should rationally understand the right of control here, that is, the enjoyment of control does not mean that each partner has the right to control the entire enterprise, but only if the partners have the right to execute the partnership affairs. Daos do not need a centralized leadership group, and although they have different governance mechanisms depending on the algorithm, they still operate mainly as a collective voting mechanism, with each token giving its members the right to vote on the project, change the code of the crypto smart contract, and elect or remove the manager. Therefore, each member of the DAO has the right to control the business, enjoy the elements of control that are consistent with the identification of a partnership, enjoy the execution power of partnership affairs, and meet the requirements for joint operation of a partnership.

2. Share risks and benefits

Sharing risks and profits is the essential characteristic of partnership. By owning a Token, you have a vote on the DAO, which in turn provides a positive return to its members by investing in other projects. Buying tokens means joining the venture capital entity as a member of the DAO, with the intention of sharing the proceeds. But each partner also bears the risk that the investment will fail. Therefore, there is a "community of interests" relationship between members, which shares risks and benefits, which conforms to the essential characteristics of partnership.

Since the DAO can be recognized as a partnership, it is an independent civil subject. DAO's property belongs to the partnership and is not shared by all partners; DAO's claim belongs to the partnership property and is not shared by all partners; and all general partners shall bear unlimited joint and several liability for the partnership's debt only when DAO's property is insufficient to pay off. [14] DAO can give full play to the advantages of partnership, gather personnel and accumulate financial resources; At the same time, in terms of organization, the partnership property is relatively independent, and although the partners may be jointly and severally liable, the personal property of the partners only belongs to the status of the second order. [12] It should be noted that when examining the evolution history of the legal subject, Peng Chengxin first proposed the law of the change of the legal subject from "human can not be human" to "non-human can be human". "Non-human" is first reflected in the emergence of the group subject. The granting of group personality not only clarifies the legal relationship, but also improves the efficiency of life. It is as an independent legal subject that the group can carry out various economic activities and life exchanges by its own efforts. [15] This is the theoretical origin of our identification of DAO's subjectivity. However, Li Fengzhang also stressed that "one-sided emphasis on the subjectivity of the partnership will not only face difficulties in theory, but also have to bear the cost of rigidity, obedience and political agency costs brought by the subject law, and is not conducive to the innovation of the partnership organization." [16] In this regard, how to carry forward the positive effects of subjectivity identification and avoid its negative risks is a problem we must face.

(3) DAO belongs to the partnership type of joint operation

In general, Token holders have limited liability only for the DAO coins they purchase, a practice that is clearly incompatible with the liability of a partnership. Therefore, how to deal with the liability of Token holders becomes the key to the problem.

1. The partnership said it encountered liability issues with DAO Token holders

Identifying DAOs as partnerships does not explain the liability of Token holders. The benefit of actively creating a corporate entity has long been to ensure that the personal assets of the owners of the organization are protected from creditors. From the perspective of liability, it may be a good choice to identify a DAO as a company and make Token holders legally liable for their capital, but as discussed above, DAOs clearly do not have the organizational structure of a company. Article 2 of the Partnership Enterprise Law stipulates that partnerships are divided into general partnerships and limited partnerships. In a general partnership, the partners are jointly liable for the debts of the partnership; In a limited partnership, the general partner is jointly and severally liable for the debts of the partnership, while the limited partner is only liable for the debts of the partnership to the extent of its contribution. Whether DAO is defined as a general partnership or a limited partnership, it is an unsolved problem to determine the main form of DAO by who should bear unlimited liability among its members.

2. Explanation of advantages of series Limited company

Among the existing views on the identification of the nature of DAO, scholars who hold the corporation theory propose to explain the mode operation of DAO with a series of limited liability companies (SLLC). SLLCS arise in the state of Delaware, where, under the provisions of Section 215 of Chapter 18, "Commercial Trade," Title 6 of the Delaware Code, these companies may have separate rights, powers, or liabilities in respect of specific property or liabilities of a limited liability company, and any such series may have a separate purpose or investment objective. The word "separate", repeated in section 215 of the Act, is entitled to liability separately, meaning that any series is independent of the independent LLC itself and the other series, has its own separate members (owners) and managers, and can set a separate purpose and investment objective. Since the property of any one series can be independent of the other series or the master/parent LLC, such a series actually serves the purpose of the holding company to control the liability of a single limited company over its property base more effectively. Thus, explaining the operation of DAOs in terms of series limited liability companies can make up for the shortcomings of the partnership theory that Token holders bear joint liability. This is the positive implication of the theory. But the system is not popular in the United States, only in a few states have been recognized, China's current law can not learn from. The positive significance of this system is to remind us that allowing Token holders to maintain their independence and bear limited liability is the focus of each argument, and it should also be the direction of our theoretical research and institutional design efforts.

3. Legal status and nature of the joint venture

Although there is no series limited liability company in our law, there is a "joint venture" system. The system of pooling is provided for in articles 51 to 53 of the General Principles of Civil Law. Article 51 provides for the legal person type of pooling, article 52 for the partnership type of pooling and article 53 for the contract type of pooling. In addition to the legal person type joint venture has the legal person status, the latter two types of joint venture does not have the legal person status. The pooling system provides the possibility to solve the problem of the responsibility of DAO members.

In partnership type joint venture and contract type joint venture, the stakeholders identified with DAO nature are partnership type joint venture as stipulated in Article 52 of the General Principles of Civil Law. ① Partnership type joint venture is a partnership organization form in which the parties to the joint venture as partners jointly contribute capital and jointly operate. [17] It has two characteristics: first, such joint ventures are only joint ventures between public institutions or enterprises; Second, responsibility is not joint and several, but independent of each other. In the "Jilin Province Hongshi Forestry Bureau and Jilin Province Jingyu County People's Government joint contract dispute case", the Supreme People's Court held that the joint participation in the termination of its debts should be borne by the joint parties. After the joint venture party acts as the guarantor of the other party to perform the debt to the creditor, it shall have the right to recover from the other party. As a joint party, the county government has the civil subject qualification and civil liability capacity, and should bear the corresponding civil liability. In addition, according to the current laws and judicial interpretations in China, only corporate enterprises apply the compulsory liquidation procedure, while non-corporate enterprises such as joint venture enterprises and enterprises that require the cause of liquidation will liquidate themselves, without granting creditors the right to apply for compulsory liquidation. 3.

Although Article 102 of the General Provisions of the Civil Code includes a partnership as an unincorporated organization, it does not provide for a joint venture system. The reason is that if the new business entity formed by the joint venture can obtain the legal personality, it can be included in the scope of profit-making legal person; If it cannot obtain the legal person status, it can obtain the civil subject status as an unjuridical organization; If it cannot obtain the status of an unincorporated organization according to law, it should be recognized as a creditor's debt relationship between the parties without special granting of civil subject status. [18] At present, it is not likely that the civil Code will recognize pooling in the future, but pooling is still a feasible way for us to discuss the subjectivity of DAO in legal hermeneutics at this stage.

4.DAO is a partnership in nature

Among the three forms of joint venture: legal person type joint venture, partnership type joint venture and contract type joint venture, DAO conforms to the characteristics of partnership type joint venture and should be identified as partnership type joint venture, mainly based on the following considerations: First, for the relationship between joint venture and partnership, most scholars believe that the partnership between enterprises is joint venture when interpreting the joint system of the General Principles of Civil Law. [19] Second, a DAO is similar in some ways to a traditional partnership in that it can determine the voting rights of each party based on the amount of contributions each member makes, can generate revenue without human supervision, and can use smart contracts to distribute profits to members based on voting rights in real time. [7] 1554 Again, identifying DAOs as syndicated would be the most consistent explanation of how they operate. JV in American law is different from the joint venture in Chinese law. It has great similarity with partnership. There are also joint investment, joint operation, joint risk and shared income relationship among the members, with common purpose. However, it is generally believed that the main difference between JV and a partnership is that JV involves only a single specific business investment activity, while a partnership involves an ongoing business relationship. JV is terminated due to the completion of a "venture activity", which determines its characteristics: it does not form an entity, has no name, and has a short duration. Some people call it a "temporary partnership". The core difference between partnership and JV is that there is no continuity in joint venture business. In essence, joint venture and partnership are only different in degree, not in quality. Finally, the recognition of DAOs as associates is also in line with the development trend of DAOs. Although The DAO became the largest crowdfunding project in the world at the time, it hit a low ebb after being hacked. Despite this, a series of DAOs were introduced, such as Polkadot, Aragon DAO, and Dash DAO. While it is foreseeable that the DAO still faces issues such as security and legal risks, it is technically possible for a node on any blockchain to initiate a DAO. Therefore, it is predicted that the DAO will enter the explosive period in the future, and is expected to become the fourth organizational form outside the country, the market and the company, to maximize the efficiency and value circulation of the organization, and to form new business changes. Therefore, recognizing its subject status and identifying DAO as an associate enterprise is obviously conducive to the scientific operation of DAO itself, the proper adjustment of the law, and ultimately the development of Token economy.

However, the definition of DAO as a joint venture still has the following difficulties, that is, the joint venture stipulated in Articles 51 to 53 of the General Principles of Civil Law is limited to "enterprises and public institutions". [19] The Token holder may be an individual. From this perspective, defining DAOs as partnerships faces some difficulties. On the contrary, understanding DAO as a partnership in the sense of behavior has strong explanatory power, but it is not in line with the organizational characteristics of DAO.

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Article 52 of the General Principles of the Civil Law stipulates: "Where an enterprise or an enterprise or a public institution engages in joint operations and does not have the qualifications of a legal person, the parties to the joint venture shall bear civil liability with the property they own or manage in accordance with the proportion of their capital contribution or as agreed in the agreement." If joint liability is borne in accordance with the provisions of the law or the agreement, joint liability shall be borne."

(2) Dispute over joint contract between Hongshi Forestry Bureau of Jilin Province and Jingyu County People's Government of Jilin Province (Supreme People's Court [2003] Minerti Zi No. 19.

(3) Refer to Ningbo Yinzhou District People's Court (2009) Yongyin Shangqingzi No. 4 Civil ruling.