Delaware Secretary of State Charuni Patibanda-Sanchez proposed a new corporate structure called an Artificial Intelligence Company (AIC). This entity would allow AI agents to manage business operations without human supervision, including signing contracts, owning property, and handling legal obligations. Banking activities are excluded from this framework.
The initiative includes a 30-month regulatory sandbox supervised by state officials and external experts. Sponsoring organizations must ensure the AIC is adequately capitalized to cover debts and liabilities, while also maintaining activity logs and disclosing the autonomous nature of the business. The proposal is set for legislative review in January.
Legal experts raise concerns regarding accountability, noting that AI lacks the fiduciary duties and personal liability incentives inherent to human directors. Critics argue the current draft lacks specific governance frameworks for human-AI interactions. Delaware, which hosts over 2 million companies and generates $2 billion in annual tax revenue, views this as a potential economic advantage.
While proponents like Norm Ai CEO John Nay suggest that a formal corporate structure makes autonomous activity more traceable for courts, scholars warn of potential reputational risks. The outcome of this experiment may influence how other jurisdictions approach algorithmic decision-making and corporate governance in the future.
