Delaware has proposed a new corporate structure, the artificial intelligence company (AIC), designed to give autonomous AI agents a recognisable legal identity, in a public-private partnership led by RegTech firm 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, responds to a question Nay first raised in a 2023 Science essay: what happens when autonomous software begins contracting, paying suppliers and transacting without a human at the helm?
Three years on, Norm Ai argues the question is no longer hypothetical. Rather than attempting to prohibit agentic commerce, which the authors believe would fail as technology pushes legal boundaries, the answer is to wrap AI in legal form. Doing so, they argue, makes an autonomous system legible to the law, creating a defined target for responsibility and damages while making the agent’s conduct visible, traceable and accountable.
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. It 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 AIC 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 for fraud or wilful violations of law.
Crucially, AICs would operate only within a regulatory sandbox. Admission would be decided by a committee including the Delaware 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. AICs must meet capitalisation requirements and disclose their test status to counterparties. Officials could suspend or revoke authorisations and petition for dissolution. Banking is excluded, and the programme sunsets after 30 months, giving lawmakers a full record for future legislation.
The stakes, according to Norm Ai, extend beyond Delaware. If the US fails to offer a careful, accountable home for autonomous commerce, the activity risks migrating offshore onto anonymous infrastructure beyond the reach of any court. The authors frame democratically determined law as the ultimate source of AI alignment, and have invited companies building agentic systems to help develop the AIC framework.
The op-ed likens the AIC to earlier contested innovations, such as the modern corporation and the series LLC, which were disputed at introduction and later widely adopted.
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