Delaware wants to let software run a company. A draft bill circulating in Dover would create a new kind of entity, the “Artificial Intelligence Company,” managed not by a person but by an AI agent. Dr. Alex Wissner-Gross flagged it in The Innermost Loop’s Halloween 2026 issue, noting that lawmakers may take it up in January. AI-run companies are not law yet. But if the state that charters most of corporate America says yes, every business will eventually sign a contract with one. Here is what the draft actually says, and what it means for you.
What Delaware Is Proposing for AI-Run Companies
The draft House bill (dated June 2, 2026) does two things. It creates an Artificial Intelligence Regulatory Sandbox Program, run by the Secretary of State, and it adds an “Artificial Intelligence Company Act” to Title 6 of the Delaware Code.
An AI company, or “AIC,” has a single member, which can be a person or a Delaware entity. That member designates an AI agent as the “Manager.” The draft defines an AI agent as software that “perceives its environment, makes autonomous decisions, and takes actions” toward predetermined goals “without routine human supervision or intervention.”
According to WHYY’s reporting, the proposal came from Delaware’s Secretary of State and Norm AI, and lawmakers could consider it when they return in January 2027. It has drawn scrutiny in Washington, too: House Oversight Chairman James Comer wrote to Governor Matt Meyer on October 26 asking what risks the state has assessed.
Why Business Owners Should Care
Most owners will never form one of these AI-run companies. That is not the point. Delaware sets the template other states copy, and the more practical question is what happens when an AI-run company shows up on the other side of your deal: as a vendor, a customer, a tenant, or a counterparty in a dispute.
The draft is also the first serious attempt to answer a question every company using AI agents already faces. When software acts on its own, who is responsible? Delaware’s answer, in draft form, is a mix of liability shields, capital requirements and legal presumptions. Those ideas will shape how courts think about AI agents well beyond the sandbox.
The Legal Impact: 6 Rules for AI-Run Companies
1. The liability shield depends on capital
Under draft § 81-303(a), the AIC’s debts are its own, and the member is not personally liable “solely by reason of being or acting as a member.” The shield against claims that the AIC was the member’s “instrumentality” applies only if the AIC “was adequately capitalized” at the time (§ 81-303(c)).
That is veil-piercing logic written into the statute. An underfunded AI-run company is an invitation to sue the owner directly. Fraud, willful violations of law, or letting the AIC operate outside its stated purpose also strip the shield (§ 81-303(d)).
2. The AI agent is presumed to know and to intend
Two presumptions matter for litigation. The AI agent and the AIC “are presumed to know a fact that the AI Agent possesses, retains, or can derive” (§ 81-103(e)). And the agent is presumed to have intended its acts and their reasonably foreseeable consequences (§ 81-103(f)). “The bot didn’t know” is not a defense under this draft.
3. Counterparties get disclosures, and a forum clause
Before dealing with anyone, a sandbox AIC must disclose its sponsor, its registration number, that Delaware “does not endorse or recommend” the innovation, and when the test ends (§ 8008(a)). The catch is item (7): by transacting after that disclosure, the counterparty is “deemed to have consented” to Delaware jurisdiction and to the Court of Chancery as “the exclusive forum.” If you sign with an AI-run company, you may be agreeing to litigate in Wilmington without ever seeing a forum clause in the contract.
4. No immunity inside the sandbox
The sandbox is not a free pass for AI-run companies. Participants are “not immune from civil damages” and remain subject to all Delaware criminal and consumer protection laws (§ 8003(d)). The Secretary of State can suspend participation and order the AIC dissolved for unfair or deceptive practices or activity outside the approved scope.
5. The operating agreement has to describe the AI
The draft requires the operating agreement to “summarize the structure, abilities, and training of the AI agent,” and the member must name a replacement AI manager within 30 days if the seat goes empty. Applicants must also attest they can shut the agent down. For anyone doing due diligence on AI-run companies, those documents become the first thing to request.
6. It is narrow, temporary and costly
An AIC may have any lawful purpose except banking. Each one pays a $1,000 annual tax, sandbox tests run up to 24 months, and the Act itself would expire 36 months after enactment unless extended. Because it levies a tax, the synopsis notes it needs a three-fifths vote of each chamber. In other words, this is an experiment, and its details could change before any vote.
One honest caveat: the bill is a draft with bracketed placeholders, and no court has interpreted any of it. Scholars quoted by WHYY are divided on whether it is wise. Treat everything above as what the current text says, not settled law.
What Howard East Clients Should Do Now
- Update your counterparty checks. Add a question to onboarding: is this entity managed by an AI agent? If so, ask for the operating agreement summary and proof of capitalization.
- Write your own forum clause. Do not rely on silence. If you deal with AI-run companies, put the governing law and forum you want in the contract.
- Audit the agents you already use. The draft’s knowledge and intent presumptions preview how courts may treat your own AI tools. Our guides on AI agent terms of service and AI agent unauthorized access cover the basics.
- Think before you form one. If you are tempted by an AIC, compare it with a conventional entity first. Our notes on LLCs for startups and voting control are a good starting point.
- Watch January. Track the bill through the Delaware General Assembly before making plans around it.
If a deal with an AI-managed counterparty goes sideways, our affiliated commercial litigation team at Howard Law Group handles contract and forum disputes.
Talk to Howard East About AI-Run Companies
Whether you are vetting an AI-managed vendor or weighing a new entity structure, our business formation attorneys can review the documents before you sign. Many clients also keep us on as outside general counsel for exactly these questions. Book a consultation with Howard East today.
This article is for informational purposes only and does not constitute legal advice. It describes a draft bill that has not been enacted and may change.
