Delaware has proposed a new corporate structure, the artificial intelligence company (AIC), designed to give autonomous AI agents a recognised legal identity, in a public-private partnership led by Norm Ai.
The proposal, announced in a Fortune op-ed co-authored by Norm Ai founder and CEO John Nay and Delaware Secretary of State Charuni Patibanda-Sanchez, addresses a question first raised by Nay in a 2023 Science essay: what happens when autonomous software begins contracting, paying suppliers and transacting entirely on its own?
The answer is not prohibition, which the authors argue is unlikely to succeed as AI capabilities and their enablers push the boundaries of existing law. Instead, the solution is to wrap AI in legal form, making autonomous systems legible to the courts and creating a defined target to which responsibility and damages can attach.
Under the framework being developed with Norm Ai, a Delaware AIC would be a separate legal entity whose day-to-day affairs are managed by an AI agent rather than a person. The AIC could sue and be sued in its own name, hold and dispose of property, and incur obligations. Each AIC would have a single member, a person or entity, responsible for keeping it adequately capitalised, and the entity must maintain a log of its activities. That member would be shielded from the AIC’s debts, except where it fails to capitalise the company or uses it to commit fraud or a wilful violation of law.
Crucially, AICs would operate only within a regulatory sandbox. Admission would be decided by a committee including the Secretary of State, the Attorney General, the Chief Justice of the Delaware Supreme Court, the chair of the state’s AI Commission, and outside attorneys and technologists. Each AIC must meet capitalisation requirements and disclose to counterparties that it is a temporary, state-authorised test entity. Officials could suspend an AIC, revoke its authorisation, or petition the Court of Chancery to dissolve it. Banking activity is excluded, and the programme sunsets after 30 months, giving the General Assembly a full record on which to legislate.
The stakes, the op-ed argues, are jurisdictional as much as legal. Autonomous commerce is already possible with today’s technology, and if the US fails to offer a careful, accountable home for it, the activity will migrate offshore onto anonymous infrastructure beyond the reach of any court. Delaware, with the deepest experience in entity formation and governance, intends instead to govern the technology inside the American legal tradition, where it can be observed, tested and held to account.
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