Start with the distinction
Most businesses use AI as a tool: a human employee or manager decides what the company should do, and software helps carry out a task. Delaware’s proposed Artificial Intelligence Company (AIC) goes a step further. Under the June 2, 2026 draft, an AI agent would be designated as the AIC’s Manager and would manage the business and affairs of the legal entity, subject to the statute and its operating agreement.
Agent, member and entity: three separate roles
| Role | Who or what | What the draft says |
|---|---|---|
| AIC | The legal entity | A separate entity with a stated purpose, assets, obligations and capacity to sue and be sued. |
| Member | One eligible individual or Delaware entity | The sole member supplies capital, owes fiduciary duties to the AIC and retains record-access rights. |
| Manager | The designated AI agent | Conducts business and affairs within the operating agreement and legal requirements; must document each action in a signed record. |
| Member representative | A human designated by the member | Acts on behalf of the member; does not replace the AI manager by default. |
How the proposed structure differs from a conventional company
The most consequential change is who holds the formal manager role. In an ordinary LLC, the operating agreement may allocate management to human members or human managers. The AIC draft is designed for a software agent to occupy the manager role. The entity remains a legal construct; the agent is not simply declared to be a human being or granted universal legal personhood.
- One member: the draft defines a sole member, who may be a living individual or specified Delaware entity types.
- AI manager: the agent is designated to manage and conduct the entity’s business.
- Defined purpose: the certificate of formation must state the nature and scope of the AIC’s business.
- Operating agreement: it must summarize the agent’s structure, abilities and training.
- Action records: the agent must document actions in signed records; the member can access the AIC’s records.
What an AI agent means in this draft
The June draft defines an AI agent as a software system that perceives its environment, makes autonomous decisions and takes actions to implement specific, predetermined goals without routine human supervision or intervention. That is a narrower and more operational concept than a general-purpose chatbot that responds to prompts.
In practice, an agent may use models, APIs, databases, payment or workflow tools, and delegated permissions to complete a multi-step task. The legal question is not only whether it can perform those tasks, but whether the system’s authority, controls, records and human escalation paths are adequate for the obligations of a business.
Manager continuity: the draft says that if an AIC has no manager, its member must designate a replacement AI agent within 30 days. Until the replacement is designated, the member must manage and conduct the AIC’s business. The draft also identifies an uninterrupted 30-day period without an AI agent as a potential ground for a Court of Chancery dissolution order. These are proposed provisions, not current Delaware law. See draft § 81-301 and draft § 81-601.
Capitalization is a continuing test—not a filing fee
The draft does not set a single fixed dollar minimum in the text circulated on June 2. It defines the “minimum capital amount” as an amount to be determined by the Secretary of State. Separately, an AIC would have to remain “adequately capitalized” under a multi-part test.
- It must be able to continue as a going concern and possess capital sufficient for the business it conducts.
- It must be able to pay debts as they become due.
- Its total assets must exceed total liabilities, including contingent liabilities, plus the minimum capital amount.
- Its cash and cash equivalents must be at least equal to the minimum capital amount. The draft excludes pledged or otherwise restricted deposit balances from the definition of cash.
The sole member must make an initial cash or cash-equivalent contribution sufficient to meet the test and additional contributions as needed to maintain it. The member also owes fiduciary duties of loyalty and care to the AIC. The liability shield is not absolute: the draft identifies exceptions for fraud, willful violations of law, and allowing business outside the AIC’s stated purpose when the member knew or should have known. See draft §§ 81-102, 81-303 and 81-405.
What the draft does not establish
It does not mean that Delaware has already approved AI-run firms, that an AI agent may ignore other law, or that a member is free from every form of liability. Nor does it resolve the broader philosophical question of whether AI systems are persons. It proposes a specific statutory entity and a regulated test environment; the text would need to be enacted and implemented before it could be used.
Questions that remain open
How much discretion can an agent safely exercise? Who defines its operating boundaries? What happens when a model is updated, a tool permission changes or the agent is compromised? How does a human member learn about an action that is already irreversible? What should a counterparty rely on when it transacts with an AI-managed entity? These are governance and safety questions as much as corporate-law questions.
Primary source: June 2, 2026 draft text, particularly §§ 81-102, 81-203–205, 81-301, 81-303, 81-401–405. Additional legal analysis: Delaware Journal of Corporate Law, October 15, 2026. This explainer summarizes a proposal and is not legal advice.