Liability Models by Legal Form
The risk to the personal property of the members of a decentralized autonomous organization depends directly on the legal form in which the project is wrapped. The Law on Entrepreneurs shows two poles. On the one hand, under Article 94, a society with joint and several liability is an entrepreneurial society whose partners carry out entrepreneurial activity jointly under a common firm name and are liable to creditors for the society's obligations directly and unlimitedly, as solidary debtors; such a society must have at least 2 partners.
On the other hand, under Article 123, a limited liability company is an entrepreneurial society whose capital is divided into shares and in which the partners' liability for the society's obligations is limited: the company is liable to the creditor with all its property, while the company is not liable for the obligations of its partners. The practical consequence is clear: in a joint-liability form every partner risks all of their property for every obligation of the society, while in a limited form the member's risk remains within the share.
Liability for Pre-registration Actions
A particular danger lies precisely at the start of a project: any transaction carried out in the society's name before its registration. Under Article 10, for obligations incurred in the society's name before registration, the founding partners and those who carried out the action that gave rise to the obligations are liable directly and unlimitedly, as solidary debtors — unless otherwise agreed with the creditor.
The law also provides a way out of this risk: rights acquired and obligations incurred in the society's name before registration become the rights and obligations of the society where the society approves them; in that case the founders and the actors are released from these obligations — again, unless otherwise agreed with the creditor. For a decentralized project this means: early obligations born from smart contracts, subscriptions or other sources remain with the members until the wrapper society formally approves them.