Delaware is drafting a law for a new type of company, the Artificial Intelligence Company, or AIC, whose day to day business is managed by an AI agent instead of a person. If it passes, you could own a company that signs contracts, pays suppliers, holds and sells property, and sues or is sued in its own name, with software making the calls and you shielded from most of what it does. It is a draft bill, not law, and it is Delaware only.
The structure is thin on purpose. An AIC has a single member, a person or a company, that funds it and designates the AI agent to manage the business and affairs. The draft says the member is not liable for any act or omission of the AIC, or for what anyone else does at the AIC’s direction. The AIC can have any lawful purpose, for profit or not, with one carve out: no banking.
Where the shield stops
Three things pull the liability back onto you: failing to keep the company adequately capitalized, using it to commit fraud or a willful violation of law, and letting it do business you knew or should have known was outside its statement of purpose. The AIC also has to keep a log of its activities, so what the agent did is on the record and can be pointed at later.
The whole thing starts as a 30 month regulatory sandbox, a limited supervised test period, with the state legislature then deciding how to legislate based on that record. The drafter’s framing is broad: anything a company can do, the AIC can do, from writing code to signing contracts to filing and defending lawsuits.
The shield may not survive in this form. The chairman of the US House Oversight Committee has asked Delaware’s governor for documents on the plan, arguing it would let owners escape responsibility for reckless harm caused by their AI, and has floated federal legislation to limit state AI initiatives. A Berkeley law professor calls it an overly generous liability shield.
There is nothing to set up today. If a US entity is part of your plans, the thing to watch is whether the bill is actually introduced and whether that liability clause stays intact, because the shield is the only reason the structure is interesting, and it is exactly the part under attack.
