Delaware Proposes New Legal Framework for Autonomous Agents

Delaware is proposing a new type of corporate entity designed specifically for autonomous artificial intelligence (AI) agents, according to a Monday (July 27) Bloomberg report. If adopted, the initiative would establish one of the first formal legal frameworks for “agentic commerce” by allowing AI systems to operate as recognized legal entities under close regulatory supervision.

The proposal would create the Artificial Intelligence Company (AIC), a new corporate form that would permit an AI agent to manage a company’s day-to-day affairs while operating inside a tightly controlled regulatory sandbox. The initiative is being developed through a public-private partnership led by legal AI company Norm Ai in collaboration with the Delaware Secretary of State’s office. Supporters describe the proposal as an effort to adapt longstanding principles of corporate law to autonomous AI systems.

The proposal was outlined in a Fortune op-ed co-authored by Delaware Secretary of State Charuni Patibanda-Sanchez and Norm Ai Founder and CEO John Nay. They argue that autonomous AI systems are becoming agents capable of negotiating contracts, paying suppliers and conducting commercial transactions without continuous human direction. Delaware plans to test an AIC’s impact within a regulatory sandbox.

Rather than attempting to prohibit autonomous commerce, the authors contend, policymakers should integrate it into an established legal framework.

“The answer is to wrap AI in legal form,” Patibanda-Sanchez and Nay said. “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.”

That emphasis on accountability represents the proposal’s central objective. Proponent say that the AIC would ensure autonomous agents operate within familiar legal structures governing liability, property ownership and judicial oversight.

Under the proposal, an AIC would exist as a separate legal entity whose operations are directed by an AI agent instead of a human manager, according to the op-ed. The company could sue and be sued, own and transfer property and incur legal obligations in its own name. Each AIC would have a single human or organizational member responsible for maintaining adequate capitalization. Limited liability protections would not apply if the member undercapitalized the company or used it to facilitate fraud or willful violations of law.

AICs would be permitted to operate only within a regulatory sandbox overseen by a committee that includes the Delaware Secretary of State, the state attorney general, the chief justice of the Delaware Supreme Court, the chair of Delaware’s AI Commission and outside legal and technology experts. Participating entities would have to satisfy capitalization requirements and disclose to counterparties that they are operating as authorized test entities. Regulators would retain authority to suspend operations, revoke authorizations or seek judicial dissolution. Banking activities would be excluded entirely, and the sandbox would expire after 30 months unless lawmakers chose to extend or codify the framework.

Supporters argue that those restrictions distinguish the proposal from a deregulatory approach by ensuring agentic commerce develops under government supervision rather than outside it. They also contend that failing to establish such a framework could push autonomous commercial activity into offshore jurisdictions or anonymous digital infrastructure beyond the reach of U.S. courts and regulators. In their op-ed, Patibanda-Sanchez and Nay described democratically enacted law as a mechanism for aligning autonomous AI systems with human values.

The public-private partnership behind the proposal highlights Norm Ai’s role at the intersection of AI and legal infrastructure.

Earlier this month, the New York-based company announced a $120 million Series C financing at a $1.2 billion valuation led by Khosla Ventures, with participation from Blackstone, Bain Capital Ventures, Coatue and other institutional investors. The company said it has now raised more than $260 million since its founding and serves organizations managing more than $30 trillion in assets through AI systems designed to embed legal requirements into autonomous agents operating in regulated industries.