Delaware’s proposal to create a new corporate form run by artificial intelligence is drawing scrutiny from legal experts who say the state has not adequately answered who is accountable when an autonomous company causes harm.

The proposal, unveiled over the summer by Delaware Secretary of State Charuni Patibanda-Sanchez, would create an “artificial intelligence company,” or AIC, in which an AI agent could manage business operations without human supervision, PYMNTS reported July 29. An AIC could sign contracts, own property, incur obligations, and sue or be sued in its own name. The banking business would be excluded.

Supporters view the structure as a way to bring autonomous AI agents inside the traditional legal system rather than allowing agentic commerce to develop outside established mechanisms for liability and judicial oversight, the report said. The proposal would initially operate through a 30-month regulatory sandbox overseen by Delaware officials and outside experts.

However, legal scholars said giving an AI system a corporate identity does not necessarily solve the accountability problem and could instead eliminate some of the mechanisms corporate law traditionally uses to control risky behavior, Route Fifty reported Thursday (Sept. 24).

“The main issue is really accountability because, in regular corporations, we have humans,” York University law professor Martin Petrin said, per the report.

Directors, officers, managers and employees can be constrained by fiduciary duties, face personal liability in some circumstances and suffer reputational consequences for misconduct, he said in the report. An autonomous AI has none of those incentives.

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