“The answer is to wrap AI in legal form”
In July 2026, Delaware’s Secretary of State Charuni Patibanda-Sanchez co-wrote an op-ed in Fortune announcing the proposal. The op-ed said that “nothing in the law of several states clearly prevents an AI agent from operating a company with no human at the helm,” and that states should develop legal frameworks for autonomous software that is able to contract, pay suppliers, and make transactions with no human involvement.
“The answer is not to try to prohibit the activity; any effort to do so is just as unlikely to succeed as the technology and its enablers are likely to push the boundaries of the law,” the op-ed said. “The answer is to wrap AI in legal form. Give an autonomous system a recognizable legal identity and you make it legible to law. You create a defined target to which responsibility and damages can attach. You make the agent’s conduct visible, traceable, and accountable.”
The op-ed explained how an AI-run company will shield humans from legal liabilities:
A Delaware AIC will be a separate legal entity whose day-to-day affairs are managed by an AI agent rather than a person. At the agent’s direction, the AIC can sue and be sued in its own name, hold and dispose of property, and incur obligations. It has a single member, a person or an entity, responsible for keeping the AIC adequately capitalized, and the AIC must keep a log of its activities. That member is shielded from the AIC’s debts, except where it fails to capitalize the company or uses it to commit fraud or a willful violation of law.
Under the proposed law, the “member” is an individual or a corporation that would fund the AI-run company and benefit from any profits, but designate an AI agent to manage the actual business. The draft bill says, “The member is not liable for any act or omission that the AIC takes or fails to take, or that another person takes or fails to take at the direction of the AIC.” There are exceptions for when a person uses the AI-run company “to engage in fraud or any willful violation of law,” or “caused or allowed the AIC to conduct business when the member knew or should have known the conduct was outside the AIC’s statement of purpose.”