CP (TBD): Reinstate Centrifuge DAO Governance Under CP171

Centrifuge Governance Proposals
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title: Reinstate Centrifuge DAO Governance Under CP171
authors: Psilinvestments
uses-component: cp4
technical-proposal: no
requires-onchain: yes
impacts/modifies: cp171, cp172
status: rfc
date-proposed: 2026-08-29
date-ended:

CP TBD: Reinstate Centrifuge DAO Governance Under CP171

Revised following community feedback during the RFC discussion to clarify the scope of restored governance and what remains delegated to Labs/CNF.

Purpose

This proposal does not seek to return day-to-day operations to DAO voting. Labs/CNF would continue operating Centrifuge.

The proposed restoration is focused on CFG-holder approval over clearly defined fundamental changes affecting:

  • CFG-holder governance rights;
  • CFG’s overall economic/value-accrual framework;
  • CFG’s fundamental role within the Centrifuge ecosystem; and
  • the governance authority delegated under CP171.

This RFC will remain open for at least 14 days from its initial publication so the revised scope and implementation can be challenged and improved before the final CP is submitted.

Purpose

I am submitting this RFC to exercise the DAO governance-restoration mechanism expressly preserved by CP171.

This proposal is not an attempt to defeat CP172, nor is it opposition to Centrifuge exploring tokenized equity.

Its purpose is procedural: to ensure CFG holders can exercise the safeguard preserved under CP171 before any fundamental and potentially irreversible change to CFG’s governance or economic framework is completed.

Background

CP171 delegated substantial governance and execution authority to Labs/CNF to improve execution and accountability.

At the same time, CP171 stated that:

  • CFG was the single value-accrual mechanism;
  • there was “no equity business”;
  • tokenholders retained ultimate control;
  • tokenholders could propose transferring governance back to the DAO; and
  • the structure was “reversible by design.”

This RFC seeks to give practical effect to that safeguard without reversing the operational benefits CP171 was intended to create.

Proposed Governance Scope

Operational authority remains with Labs/CNF

Labs/CNF would continue to control:

  • strategy and day-to-day execution;
  • partnerships and business development;
  • product development and deployments;
  • hiring and personnel;
  • marketing and distribution;
  • commercial negotiations and pricing;
  • individual and routine protocol-fee decisions;
  • budgeting and treasury management; and
  • ordinary operational spending.

CFG-holder approval would apply only to four reserved matters

1. Fundamental CFG-holder governance rights

Changes that materially remove, replace or fundamentally alter CFG-holder governance, voting or participation rights.

2. Fundamental CFG economic/value-accrual framework

Changes that fundamentally remove, replace or redirect the overall mechanism through which value is intended to accrue to CFG.

This does not include individual product fees, routine fee changes, commercial pricing or ordinary revenue decisions.

The distinction is between operating the economic model and fundamentally changing the economic model itself.

3. CFG’s fundamental role

Any restructuring that materially removes, replaces or fundamentally changes CFG’s role within the Centrifuge ecosystem.

4. Delegated governance authority

Any fundamental change to the governance authority delegated under CP171 or a successor governance framework.

Any expansion of CFG-holder authority beyond these matters would require a separate governance proposal.

Anemoy and Value Accrual

The history of Anemoy illustrates why operational delegation and fundamental economic governance should be distinguished.

Under CP143, CFG holders approved reducing the Anemoy LTF protocol fee from 7.5 bps to zero to support institutional growth.

Martin described this as “a kind of a seed investment by CFG holders”, explaining that as Anemoy’s pools reached greater scale, protocol fees could be progressively reintroduced. He also stated that the Centrifuge DAO could reapply protocol fees.

That was a strategic decision to sacrifice near-term protocol revenue in order to help the ecosystem grow.

CP162 later proposed enabling CNF-managed fee flows but failed to reach the required 4M CFG quorum. That experience demonstrates the weakness of requiring tokenholder voting for operational fee decisions.

This RFC therefore does not propose that CFG holders set individual fees.

Labs/CNF should retain the commercial flexibility to introduce, adjust or negotiate fees.

CFG-holder approval would become relevant only where the overall CFG value-accrual framework itself is being fundamentally removed, replaced or redirected.

This also creates natural alignment: CNF manages ecosystem resources to fund operations and growth, while sustainable protocol revenue and CFG value accrual strengthen the resources available to Centrifuge.

Technical and Legal Implementation

The proposal should not guess which contracts, admin keys, multisigs or permissions need to change.

Before the final CP proceeds to a vote, an implementation schedule should identify, where relevant:

  • the contracts and administrative permissions involved;
  • relevant multisigs and governance infrastructure;
  • who currently controls each relevant function;
  • which controls actually need to change;
  • any legal or corporate steps required to make the reserved rights effective; and
  • the implementation timeline following approval.

Only the authority necessary to make the four reserved governance rights effective should change. Operational control should otherwise remain with Labs/CNF.

If any proposed right cannot practically or legally be implemented, that limitation should be disclosed and the final proposal adjusted before CFG holders vote.

Interaction With CP172

This RFC does not claim that CP171 automatically pauses, stays or takes procedural priority over CP172.

However, CP172 proposes a fundamental restructuring of the governance and value-accrual framework established under CP171 while CFG holders are now exercising the restoration mechanism CP171 expressly preserved.

I therefore formally request that the CP172 authors pause progression to the final CP172 vote, and any irreversible implementation, until CFG holders have completed this CP171 restoration process.

This is a request for sequencing, not a claim of an automatic procedural stay.

The proposed sequence is:

Complete the CP171 restoration process first. Then allow CFG holders to consider CP172 under the governance framework they have chosen.

Nothing in this proposal prevents holders from subsequently supporting CP172.

Governance Process

Based on CP0 and the procedural clarification provided during this RFC:

  1. This RFC will remain open for at least 14 days from initial publication.
  2. Community feedback will be used to refine the proposal during that period.
  3. The GitHub CP submission will be prepared in parallel.
  4. The technical and legal implementation requirements will be documented before the proposal is finalized.
  5. Once the proposal has been finalized and merged through the Centrifuge Proposals repository, it can proceed to the CFG-holder governance vote.
  6. The vote will follow the applicable CP0 process, including the required voting period and 4M CFG quorum.

I will continue to progress the proposal as author and will take up ImdioR’s offer to assist with the GitHub template and submission.

What the Vote Means

YES — Reinstate CFG-holder approval over the four reserved matters defined above, while Labs/CNF retain operational authority.

NO — Maintain the governance framework established under CP171 without those restored approval rights.

ABSTAIN — Participate without supporting either outcome.

A YES vote therefore does not return Centrifuge to day-to-day DAO management.

It restores CFG-holder approval only where a proposal would fundamentally change:

  1. CFG-holder governance rights;
  2. CFG’s overall economic/value-accrual framework;
  3. CFG’s fundamental role within the ecosystem; or
  4. the governance authority delegated under CP171.

Requested Feedback

During the remainder of the RFC period, I would particularly welcome feedback on:

  1. whether the four reserved matters are sufficiently clear and narrow;
  2. whether any should be narrowed or removed;
  3. which technical controls are actually necessary to implement them;
  4. any legal or corporate implementation requirements;
  5. the proposed sequencing with CP172; and
  6. anything that remains unclear about what a YES vote would actually restore.

The objective is to resolve those questions before the proposal becomes final and before CFG holders are asked to vote

3 Likes
CP172: Exploring Token-to-Equity to Maximize Long-Term CFG Value
CP172: Exploring Token-to-Equity to Maximize Long-Term CFG Value
CP172: Exploring Token-to-Equity to Maximize Long-Term CFG Value
2

My response to your RFC is please proceed.

3

The logic behind CP171 was actually quite clear: Centrifuge was facing an increasingly complex institutional market, regulatory environment, and competitive landscape. If every decision had to go through slow community governance, the team would struggle to maintain the execution speed needed to compete effectively. So the community was willing to give up part of its governance power, essentially accepting a degree of centralization in exchange for stronger external competitiveness and faster execution.

The problem is that CP172 has exposed the other side of that structure.

We originally gave the team greater authority so that it could compete more effectively externally. But once that concentrated authority begins to affect the fundamental economic interests of CFG holders, the same structure starts to create internal side effects against the community.

So I do not think the answer is simply to “decentralize everything again.” The team still needs sufficient operational and execution authority. But for something like CP172, which directly reshapes the economic relationship between the team, shareholders, and CFG holders, there needs to be a meaningful check and balance again.

At the very least, the community should not have to wait for more than ten days and still receive almost no substantive information, while the team appears completely detached from the discussion — standing outside the community, observing everything from above, but rarely stepping in to engage directly.

1 Like
4

I think this is a very fair distinction, and largely the reason I raised this proposal.

I’m not suggesting that every operational decision should return to DAO governance. Centrifuge needs the ability to execute quickly and compete effectively.

But there has to be a line.

When a decision fundamentally changes the economic relationship between CFG holders, the Foundation/team and future shareholders, that is exactly where meaningful community governance and checks and balances should apply.

CP171 may have given the team greater operational authority, but I don’t believe that should mean the community permanently surrendered its voice over decisions of this magnitude.

CP172 has exposed why that safeguard matters.

We can have efficient execution and meaningful decentralization where it matters most. They should not be mutually exclusive.

And regardless of anyone’s view on CP172 itself, asking holders to make such a consequential decision while fundamental information is still unavailable is precisely why this discussion is necessary.

2 Likes
5

Given the time-sensitive nature of CP172, could the governance moderators please confirm the exact procedural requirements and earliest possible pathway for moving this RFC to a community vote?

Centrifuge’s current governance documentation states that CFG holders retain the right to seek reinstatement of the DAO, with a process consisting of 14 days of community discussion, submission of the final proposal, a 7-day Snapshot vote, and a minimum quorum of 4,000,000 CFG.

Could the moderators therefore please confirm:

1. That this RFC has now commenced the 14-day discussion period under the CP171 governance-restoration mechanism; and

2. The exact date on which it becomes eligible for final submission and the subsequent Snapshot vote?

Most importantly:

Can CFG holders first determine whether they wish to exercise the governance-restoration mechanism expressly preserved under CP171 before CP172 — which itself impacts/modifies CP171 — proceeds to a vote or any irreversible implementation?

This is not intended to oppose CP172 or tokenized equity.

It is simply a request to ensure CFG holders have a meaningful opportunity to exercise the governance rights expressly preserved under CP171 before a fundamental and potentially irreversible restructuring decision is made.

Given the proximity of the proposed CP172 process, I would also respectfully request that CP172 not proceed to a decisive vote or irreversible implementation until CFG holders have had the opportunity to complete the governance-restoration process that CP171 expressly preserved.

1 Like
6

Independent procedural oversight

Because this RFC seeks to exercise the CP171 governance-restoration mechanism while CP172 is under active consideration, could ImdioR or another independent governance facilitator oversee the procedural handling of this proposal?

Bhaji Illuminati is CEO of Centrifuge Labs and is also currently listed as an administrator and moderator of the governance forum, while Jeroen is a Centrifuge Labs co-founder/CTO and is listed as an administrator. The forum also lists an account named CFG_Tokenized_Equity as a moderator.

I am not suggesting that anyone has acted improperly. I simply believe that independent procedural oversight would protect both CFG holders and Centrifuge Labs from any perception of a conflict.

Could the governance team also clarify who controls the CFG_Tokenized_Equity moderator account and what role, if any, it has in the moderation or procedural handling of governance proposals?

1 Like
8

Request for Formal Procedural Response Regarding the CP171 Governance Safeguard

We have now repeatedly requested clarification from the Centrifuge team and governance moderators regarding the exercise of the governance safeguard expressly preserved under CP171. To date, we have not received a clear procedural response.

This is not an attempt to prevent Centrifuge from pursuing tokenized equity, nor is it an objection to CP172 on principle. I continue to believe tokenized Centrifuge equity could ultimately be highly valuable for the protocol, its stakeholders and the wider RWA ecosystem.

The issue is one of governance, reliance, procedural fairness and the practical effect of the commitments made under CP171.

CP171 expressly provided that:

  • the DAO retained the right and ability to reassume governance or operational control;
  • tokenholders would retain ultimate control;
  • tokenholders wishing to reinstate the DAO would have the ability to create a proposal to transfer control back to the DAO; and
  • the forum and Snapshot voting infrastructure would be maintained for that purpose.

CP171 also represented that there was a single value-accrual mechanism — CFG — and stated that there was “no equity business.”

Those representations formed part of the governance framework approved by the community.

The present RFC now seeks to exercise the very restoration mechanism CP171 expressly contemplated. It also requests that CP172 be deferred until CFG holders have had a genuine opportunity to complete that process.

CP172 proposes a fundamental modification of the economic and governance framework established under CP171. Yet holders are being asked to consider that restructuring while material matters remain unresolved, including capitalization, fully diluted ownership, dilution, treasury and non-circulating CFG treatment, shareholder rights, transfer restrictions, conversion mechanics and the future economic position of holders who do not or cannot convert.

We therefore respectfully request a formal response to the following questions:

  1. What is the precise procedural mechanism by which CFG holders may exercise the CP171 right to reinstate DAO governance and transfer governance authority back to the DAO?
  2. Who has administrative responsibility for progressing such a proposal through the forum, final-proposal and voting stages?
  3. Will this RFC be permitted to progress through that process without obstruction or unnecessary delay?
  4. What legal, technical, treasury and governance powers would actually be restored following an affirmative governance decision?
  5. Will any vote materially modifying CP171, including CP172, be deferred until holders have had a meaningful opportunity to exercise the safeguard CP171 expressly preserved?

We are not asserting that filing an RFC automatically creates an injunction or statutory stay over the Foundation’s corporate activities. Nor are we asserting that CFG holders are presently shareholders of the relevant Cayman legal entity.

The question is more fundamental: does the CP171 restoration safeguard have substantive effect when tokenholders actually invoke it, or is it merely advisory?

If the latter is now the Foundation’s interpretation, that should be stated expressly and accompanied by an explanation of how that interpretation is reconciled with CP171’s representations that tokenholders retain “ultimate control” and may transfer control back to the DAO.

This distinction matters beyond Centrifuge.

Courts and regulators have increasingly recognized that representations concerning token governance can have legal consequences. In CFTC v. Ooki DAO, a US federal court treated token-based governance and participation in governance decisions as relevant to whether a DAO constituted an unincorporated association. In Sarcuni v. bZx DAO, a federal court found allegations concerning tokenholder governance rights sufficient to support, at the pleading stage, a theory that the DAO constituted a general partnership. These authorities do not establish that a token vote automatically binds a Cayman company. They do demonstrate, however, that courts do not necessarily treat publicly represented token-governance arrangements as legally meaningless.

Similarly, in Samuels v. Lido DAO, the federal court recognized that questions concerning a DAO’s legal structure and the status of participants can be substantive merits questions rather than matters that can simply be dismissed because governance occurs through decentralized mechanisms.

Against that developing legal background, clarity regarding the meaning of CP171 is in the interests of all parties — CFG holders, the Foundation, Centrifuge Labs, prospective shareholders, institutional partners and future users of Centrifuge’s tokenization infrastructure.

We are not asking tokenholders to assume responsibility for Centrifuge’s day-to-day operations, employment decisions, institutional relationships or commercial execution.

We are asking for the governance rights specifically preserved under CP171 to be given meaningful effect before the framework establishing those rights is materially altered.

There is also a straightforward procedural-fairness concern. If CP172 were advanced and implemented before the CP171 restoration mechanism could realistically be exercised, the community could reasonably ask what practical value the promised reversibility of CP171 ever had.

The cleanest path is therefore not confrontation.

It is process.

Allow the restoration RFC to proceed.

Clarify precisely what CP171 permits.

Publish sufficient economic information for an informed decision.

Then allow CFG holders to determine the appropriate path forward.

Centrifuge is positioning itself as infrastructure for transparent, legally enforceable onchain ownership. Respecting an expressly preserved governance mechanism when holders seek to exercise it would strengthen, rather than weaken, that institutional credibility.

Please provide a formal procedural response before CP172 advances to a binding governance decision.

1 Like
9

Could you provide full cites for the court cases?

10

Stephen — citations below.

We cited these authorities only for the limited proposition that U.S. courts have treated token-based governance arrangements, governance participation, and related representations as legally relevant depending on the facts and applicable law.

We are not suggesting that any of these cases establishes that a Snapshot vote constitutes a binding corporate resolution of a Cayman foundation company, or that CFG tokenholders are shareholders of such an entity.

1. CFTC v. Ooki DAO

Commodity Futures Trading Comm’n v. Ooki DAO, No. 3:22-cv-05416-WHO (N.D. Cal.).

  • Complaint filed Sept. 22, 2022.

  • Order addressing service and treating the DAO as capable of being sued as an unincorporated association: CFTC v. Ooki DAO, No. 3:22-cv-05416-WHO, 2022 WL 17822445 (N.D. Cal. Dec. 20, 2022).

  • Order granting default judgment: CFTC v. Ooki DAO, No. 3:22-cv-05416-WHO (N.D. Cal. June 8, 2023) (Dkt. 76); judgment entered the same day (Dkt. 77).

Related administrative proceeding concerning the predecessor entity:

In re bZeroX, LLC, CFTC Docket No. 22-31, 2022 WL 4597664 (CFTC Sept. 22, 2022).

2. Sarcuni v. bZx DAO

Sarcuni v. bZx DAO, 664 F. Supp. 3d 1100 (S.D. Cal. 2023), also reported at 2023 WL 2657633 (S.D. Cal. Mar. 27, 2023).

No. 3:22-cv-00618-LAB-DEB (S.D. Cal.).

Judge Larry A. Burns denied the motion to dismiss in substantial part and held that the plaintiffs had adequately alleged, at the pleading stage, that the DAO could constitute a general partnership under California law.

The action was subsequently dismissed with prejudice by stipulation. See Order of Dismissal, Sarcuni v. bZx DAO, No. 3:22-cv-00618-LAB-DEB (S.D. Cal. Nov. 16, 2023) (Dkt. 79).

The March 27, 2023 decision remains relevant for the limited pleading-stage analysis concerning DAO structure and tokenholder governance.

3. Samuels v. Lido DAO

Samuels v. Lido DAO, No. 3:23-cv-06492-VC (N.D. Cal.) (Chhabria, J.).

  • Order granting alternative service and explaining that whether the DAO constituted a general partnership, and who its partners were, were merits questions: Samuels v. Lido DAO, No. 23-cv-06492-VC (N.D. Cal. June 27, 2024).

  • Order on motions to dismiss: Samuels v. Lido DAO, No. 23-cv-06492-VC, 2024 WL 4815022 (N.D. Cal. Nov. 18, 2024).

Scope of the authorities

To be clear, none of these cases holds that an off-chain token vote binds a Cayman foundation company, nor that tokenholders automatically possess shareholder rights in such a company.

The narrower point is that courts have not necessarily treated decentralized governance structures as legally irrelevant merely because they operate through tokens, voting mechanisms, or decentralized entities.

Public representations concerning governance rights, the exercise of those rights, and the relationship between tokenholders and a DAO can therefore be legally relevant depending on the facts and applicable law.

Useful pin cites include:

  • Ooki, 2022 WL 17822445, in the discussion concerning the DAO’s treatment as an unincorporated association capable of being sued.

  • Sarcuni, 664 F. Supp. 3d at 1108–13, concerning the alleged partnership structure and tokenholder governance.

  • Samuels, 2024 WL 4815022, at *6–9, concerning partnership and participant-status issues.

The reason these authorities were referenced in the Centrifuge discussion is therefore narrow:

where a governance framework has publicly represented that tokenholders retain ultimate control and may reclaim governance authority, it is reasonable to ask what substantive effect those representations are intended to have when holders actually seek to exercise them.

Happy to provide the underlying orders or additional pinpoint passages if useful.

11

2 of 3 unpublished, 3rd is District Court. Seems an easy choice, for a retail investor, between publicly traded CFG tokens and private equity. Institutional votes will far out weigh retail.

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Thanks Stephen. Agreed on the limited weight of the authorities — they were only intended as persuasive examples rather than controlling precedent.

13

Hi psilinvestments,

Good to see you again, and thanks for setting the questions out so clearly. I am replying in a personal capacity as a community member and former Governance Facilitator, so nothing here is an official CNF or Centrifuge Labs position. On the procedural side I can share what the framework says.

I understand the wish to move quickly here. For context, your two posts landed between Saturday 29 August and the very early hours of Monday 31 August, so almost that entire window was the weekend. I would not read the quiet as avoidance :slight_smile:

Let me cover the procedural parts now.

CP0 and CP171 together cover this, and CP171 deliberately kept the forum and Snapshot voting in place so that this route stays open. Concretely:

  1. Post the RFC in the Proposals section of the forum. The minimum RFC period is 7 days, though 14 days or more is strongly encouraged, and as proposer you decide the length.
  2. Submit the proposal to the CPS repository on GitHub. The pull request number becomes your CP number, and the forum post should link to the file. A proposal is only valid once it has been merged, and once merged it is final.
  3. Create the Snapshot vote. The minimum voting period is 7 days, and you can extend it. Options are Yes, No, and Abstain, with a quorum of 4M CFG.

The CP process is open to anyone, and the author drives it. There is no administrator who has to carry it forward on your behalf.
You post the RFC, you open the pull request when you are ready, and the Snapshot vote follows once the proposal is merged. Opening the pull request is also how you obtain the CP number, so feel free to do that whenever suits you. If you would like help with the template or the header fields, ask here and I will happily walk through it with you.

This is the part I would most want to read in the proposal itself. As a simple token holder I would expect the RFC to state exactly what returns and how:

  • which contracts, admin keys and multisigs, which treasury accounts, which decisions would require a token holder vote, what happens to the CNF and Labs mandates, and what the implementation steps and timeline look like.
    I’d also love to see the DAO strategy for the future partnership, the actual developments and deployments, and future developments as well. Who will be in charge of this?

CP0 asks proposals to be thorough and understandable to any community member without special knowledge. Setting that out would strengthen your case rather than weaken it, since otherwise it is hard for anyone to judge what they would be voting on.

Right now, for me, as a simple token holder, this proposal is not clear and full of questions and doubts tbh.

As far as I am aware there is nothing in CP0 or CP171 that allows one pending proposal to pause or defer another. Please correct me if I’m wrong.

Each CP advances at the pace its own author sets. CP0 mentions batching Snapshot votes where practical, and a cooling-off period after a rejected vote, but nothing that gives one proposal priority over another.

Is this part of your Proposal discussion, or to whom is this question addressed?
If this is a question about CP171, this is the wrong thread to ask.

14

Just thinking out loud. Why not turn the existing token into a “royalty token” where token holders get 10% of all revenue and at the same time all token holders automatically also receive shares in the company on a 1:1 basis. Stop the cash burn and token issuance. Get your feet under you before focusing on growth. CFG should be buying into Grove not the other way around.

15

Good to see you again too, ImdioR — really appreciate you taking the time to respond so thoroughly.

This is extremely helpful and exactly the procedural clarity I was looking for.

I also take your point on timing. Most of the initial period was over the weekend, so I withdraw any suggestion that the lack of response should be read as avoidance.

Your explanation makes the process much clearer: the CP171 route remains open, the proposer drives the RFC → GitHub CP → Snapshot process, the minimum RFC period is 7 days, and Snapshot has a minimum 7-day voting period with a 4M CFG quorum.

On your most important question — what exactly should reinstated DAO governance control? — I agree the proposal needs to be more precise.

I do not think the DAO should return to running day-to-day operations. Partnerships, product development, deployments, marketing, hiring and commercial execution should remain with Labs/CNF. Requiring tokenholder votes for those decisions would undermine the execution benefits CP171 was designed to create.

What I believe should return to CFG holders is ultimate authority over a limited set of fundamental or “reserved” decisions, including:

  • fundamental changes to CFG-holder governance rights;

  • material changes to CFG’s value-accrual/economic framework;

  • protocol-level fees and major value-capture mechanisms;

  • material changes to CFG supply or issuance;

  • major treasury decisions;

  • fundamental changes to mandates delegated to CNF/Labs; and

  • restructurings that materially change or replace CFG as the ecosystem’s governance/value-accrual mechanism.

Protocol fees are particularly important because Centrifuge’s own governance history treated them as a CFG-holder governance matter.

Under CP143, CFG holders approved reducing the Anemoy LTF protocol fee to zero to support growth. Martin explicitly described that concession as a form of “seed investment by CFG holders” and stated that the Centrifuge DAO could reapply protocol fees at any time.

That is important because holders were being asked to sacrifice near-term protocol economics to help Anemoy scale while retaining governance over when those economics should return.

During the later CP162 discussion, Bhaji similarly stated that the future fee structure would be a discussion and decision for the DAO, and that future value-accrual mechanisms should be determined collectively through the DAO.

To me, that history supports a clear distinction:

Labs/CNF should have freedom to build the business and negotiate partnerships. CFG holders should retain ultimate authority over the fundamental governance and economic rules — including the protocol-level value-accrual framework.

This also seems consistent with the DAO’s own Founding Documents. They expressly identified decentralized ownership, open access and distributed decision-making as core principles, including minimizing concentrations of power and inequitable gatekeeping. At the same time, the documents acknowledge the coordination challenges of DAOs. To me, that reinforces the model above: operational execution can remain delegated, while fundamental economic and governance decisions remain ultimately accountable to CFG holders

On contracts, admin keys, multisigs and treasury accounts, I don’t want to guess. I think the final CP should identify what existed before CP171, what changed under CP171, and which technical controls actually need to return to the DAO to give effect to these reserved powers. Existing operational mandates should otherwise continue.

So the objective is not to reverse the operational efficiencies of CP171, but to restore the ultimate governance safeguard that CP171 expressly preserved.

I also accept your point that I have not identified anything in CP0/CP171 creating an automatic stay over CP172. I am therefore requesting, rather than claiming procedurally, that CP172 not reach an irreversible conclusion before holders have had an opportunity to exercise the CP171 mechanism.

And yes please — I would very much appreciate your help with the GitHub submission, template and header fields when we are ready to move this RFC to the final CP.

16

To be precise about my own wording: 7 days is the minimum in CP0, and 14 days or more is what CP0 strongly encourages, with the final choice left to the proposer. For a proposal of this weight I would use the longer window rather than the minimum. What I have seen repeatedly is that moving quickly at this stage produces the same outcome each time: few participants, open questions still sitting in the thread, and a vote that misses quorum. Time spent in the RFC is what builds the turnout you will need at the vote.
But it is up to you to decide.

How should this be clear to any token holders who read this proposal? It is not in the text of the proposal, but in the comment.

Are you 100% sure about this?
Because the latest proposal to ENABLE the propotol fees has failed due to lack of participants and voting.
So, just summarizing, a Centrifuge Team member proposed to the CFG DAO to enable the fees, but the proposal has failed due to a lack of participants (quorum wasn’t reached).
And right now you are proposing to return this back to the DAO?

Major Treasury Decisions - this is too broad description in my opinion and unclear what exactly this mean.
Spending $ 500,000 → is this already a major treasury decision, or not yet?
Spending 999,999$ → is this a major treasury decisions or not yet?

So why has the CFG DAO rejected this proposal in the past, and how could it fix or prevent this issue in the future if the CFG DAO takes care of it?

My DM is open to anyone. Feel free to send me your questions and the issue that you are facing submitting the proposal on Github here or in DM.
Happy to help.

17

Thanks ImdioR — very helpful. Your questions are doing exactly what the RFC process should do: making the proposal more precise before anyone is asked to vote.

On timing, I take your point. For a proposal of this significance, I am comfortable using the 14-day RFC period rather than rushing to the minimum.

My only concern is sequencing with CP172. I am not claiming CP171 automatically pauses it, but I do want to avoid the restoration mechanism becoming practically irrelevant because another irreversible proposal reaches completion first. I would therefore like to prepare the GitHub submission in parallel and seek clarity from the CP172 authors on their intended voting timeline.

On scope, I agree this needs to be explicit in the proposal itself.

I do not think the DAO should return to running day-to-day operations. Partnerships, product development, deployments, hiring, marketing, commercial negotiations, routine fees and ordinary spending should remain with Labs/CNF.

The proposal I am moving toward is much narrower. CFG-holder approval would apply only to:

  • fundamental changes to CFG-holder governance rights;

  • fundamental changes to CFG’s overall economic/value-accrual framework;

  • restructurings that materially alter or replace CFG’s role; and

  • fundamental changes to the governance authority delegated under CP171.

Your point on protocol fees is fair. CP162 failed to reach quorum, which demonstrates the weakness of requiring tokenholder participation for operational fee decisions. I therefore do not propose that the DAO vote on individual product fees or routine commercial pricing.

There is also natural alignment here. CNF and the Centrifuge Treasury benefit from sustainable protocol revenue and CFG value accrual. CP171 links CNF’s mandate to funding operations, expanding the protocol and strengthening CFG, while CP162 proposed retaining net Anemoy fee proceeds for Centrifuge. Those commercial decisions should therefore remain with Labs/CNF.

The Anemoy history also shows why delegation can work. Waiving fees during the growth phase was described as a form of “seed investment by CFG holders.” As the products scaled, Centrifuge later concluded that fee-based revenue made strategic sense.

The governance safeguard I am proposing is therefore only triggered where the overall CFG value-accrual framework itself would be fundamentally removed, replaced or redirected.

On treasury, I agree that “major treasury decisions” is too vague. I would remove that category rather than invent an arbitrary threshold. Treasury management should remain with CNF unless a future proposal defines a specific reserved power objectively and precisely.

On contracts, admin keys, multisigs and permissions, I do not want to guess. Before the final CP goes to Snapshot, the proposal should identify any technical control actually required to implement these limited approval rights, who currently controls it, what would change following a successful vote, and the implementation timeline. No unnecessary operational control should move to the DAO.

So, for clarity:

A YES vote would restore CFG-holder approval rights only over those limited fundamental matters. It would not return day-to-day management or execution to DAO voting. Labs/CNF would continue operating and growing Centrifuge under their mandate.

And yes please — I would very much appreciate your help with the GitHub template and submission while we use the 14-day RFC period to close out the remaining technical and procedural details.

Updated RFC is now live, incorporating the feedback raised here and clarifying the proposed governance scope and implementation

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Update: RFC (TBD) — Reinstate Centrifuge DAO Governance Under CP171 is now live on GitHub.

The proposal has been submitted to the Centrifuge Proposals repository and remains open for community review and refinement during the RFC period.

For clarity, this governance-restoration proposal is separate from CP172, which concerns the proposed token-to-equity restructuring.

There is also a numbering issue I would appreciate clarification on from a governance moderator.

The token-to-equity proposal is already titled CP172 on the forum, but I have not been able to locate a corresponding GitHub submission for that proposal. GitHub automatically assigned this governance-restoration submission Pull Request #172, as it was the next available PR number in the Centrifuge Proposals repository.

As the published CP process links proposal numbering to the GitHub PR number, could a moderator please clarify how the duplicate “172” numbering should be handled and what CP number should ultimately apply to this governance-restoration proposal?

I don’t want to make any assumptions and would prefer to keep both proposals clearly separated and the governance record procedurally clean.

Forum RFC:

GitHub PR:

Comments, amendments and constructive feedback are welcome.

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