Delaware drafts legal framework for AI-run companies
Delaware has proposed giving AI agents their own legal corporate identity, a sandbox experiment that could draw autonomous global commerce into US courts rather than unregulated offshore infrastructure.
Delaware, the US state where more than a million businesses are registered, has proposed creating a new legal entity called an artificial intelligence company (AIC). Under the plan, an autonomous system would run a company's daily affairs, sign contracts, hold property, and face lawsuits in its own name.
The framework would operate as a 30-month regulatory sandbox overseen by a committee of top state officials, including the attorney general and chief justice. While AICs could take on obligations, banking would be prohibited, and entities would be forced to disclose their test status to counterparties. Officials retain the power to suspend or dissolve an AIC.
Behind every AIC would sit a single human or corporate member responsible for keeping the entity funded. That backer receives a liability shield protecting them from the company's debts, unless they fail to capitalise the business or use it for fraud and deliberate crime.
For European regulators and businesses, the proposal signals a looming challenge in governing cross-border digital trade. The authors of the plan, Delaware Secretary of State Charuni Patibanda-Sanchez and Norm Ai chief executive John Nay, argue that autonomous commerce is arriving regardless of legal readiness. They warn that without an accountable legal framework in the US, this activity will shift onto anonymous offshore infrastructure beyond the reach of any court.
The proposal is explicitly designed to prevent that regulatory vacuum by creating a named entity that can be sued or switched off. Yet the arrangement is not without friction, as the framework is being built as a public-private partnership with Norm Ai, a startup that sells AI compliance software.
Delaware has a long history of inventing corporate structures—like the public benefit corporation—that face initial scepticism before being copied globally. The core dilemma for international policymakers watching this experiment is whether a liability shield is an appropriate tool for unpredictable technology. Delaware is betting its courts can supervise a company that thinks for itself, a gamble with significant implications for global business law.
