"No human at the helm": Delaware plan would let AI agents run entire businesses
Owners of AI-run firms would evade liability for "reckless" AI, US Rep. Comer says.
Meet the new boss “No human at the helm”: Delaware plan would let AI agents run entire businesses Owners of AI-run firms would evade liability for “reckless” AI, US Rep. Comer says.
10 Credit: Getty Images | Thamrongpat Theerathammakorn Credit: Getty Images | Thamrongpat Theerathammakorn Text settings Story text Size Small Standard Large Width * Standard Wide Links Standard Orange * Subscribers only Learn more Minimize to nav A Delaware proposal to let companies be operated by AI agents would help the firms’ human owners evade legal responsibility for reckless and harmful actions taken by the AI, US Rep. James Comer (R-Ky.) told Delaware Governor Matt Meyer in a letter yesterday.
Comer, chairman of the House Committee on Oversight and Government Reform, told Meyer that the committee “seeks assistance obtaining documents related to your state administration’s efforts to establish a new form of corporate entity to be known as an Artificial Intelligence Company (AIC).”
Comer said the proposal is ripe for abuse. “We are concerned that Delaware’s AIC proposal could be used to protect powerful AI companies and their investors from responsibility for reckless harmful actions, while also protecting non-transparent forces seeking anticompetitive regulatory capture behind state AI initiatives,” Comer’s letter said.
Comer suggested he may propose a federal law that would limit states’ regulatory authority. He said the committee’s probe of Delaware’s plan would “inform possible federal legislative efforts including proposals to appropriately limit state AI regulatory initiatives.” Citing the Oversight Committee’s “jurisdiction to study intergovernmental relationships including those of states,” Comer asked for documents related to development of the proposal and potential AI safety risks.
AI-run companies could operate in just about any industry except banking. “An AIC may have any lawful purpose, regardless of whether for profit, except for the business of banking,” according to a draft bill that may be submitted to the Delaware state legislature.
The draft bill says AI agents could be “designated to manage the business and affairs, and to conduct the business, of the AIC.” The bill proposes a “regulatory sandbox” that would exist for 30 months to test the idea. Allowing AI-run companies would bring more revenue via taxes and fees to Delaware, which is already a top destination for business entities of all sizes.
In July 2026, Delaware’s Secretary of State Charuni Patibanda-Sanchez co-wrote an op-ed in Fortune announcing the proposal. The op-ed said that “nothing in the law of several states clearly prevents an AI agent from operating a company with no human at the helm,” and that states should develop legal frameworks for autonomous software that is able to contract, pay suppliers, and make transactions with no human involvement.
“The answer is not to try to prohibit the activity; any effort to do so is just as unlikely to succeed as the technology and its enablers are likely to push the boundaries of the law,” the op-ed said. “The answer is to wrap AI in legal form. 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.”
The op-ed explained how an AI-run company will shield humans from legal liabilities:
A Delaware AIC will be a separate legal entity whose day-to-day affairs are managed by an AI agent rather than a person. At the agent’s direction, the AIC can sue and be sued in its own name, hold and dispose of property, and incur obligations. It has a single member, a person or an entity, responsible for keeping the AIC adequately capitalized, and the AIC must keep a log of its activities. That member is shielded from the AIC’s debts, except where it fails to capitalize the company or uses it to commit fraud or a willful violation of law.
Under the proposed law, the “member” is an individual or a corporation that would fund the AI-run company and benefit from any profits, but designate an AI agent to manage the actual business. The draft bill says, “The member is not liable for any act or omission that the AIC takes or fails to take, or that another person takes or fails to take at the direction of the AIC.” There are exceptions for when a person uses the AI-run company “to engage in fraud or any willful violation of law,” or “caused or allowed the AIC to conduct business when the member knew or should have known the conduct was outside the AIC’s statement of purpose.”
Citing Patibanda-Sanchez’s announcement, Comer wrote that an AI-run company would provide “the human or entity capitalizing the AIC with liability protections from potential harms to business partners, consumers, and the public, perpetrated by the controlling AI.”
A spokesperson for Gov. Meyer told Ars today that “we have received the letter and are in the process of reviewing it.” A spokesperson for Patibanda-Sanchez declined to comment, saying that the governor’s office is handling press requests on the matter.
Patibanda-Sanchez’s op-ed said Delaware’s planned regulatory sandbox will “pilot agentic commerce in daylight, under supervision, with capital tied to liability and the ability to shut a system down.” The 30-month testing period would give the state legislature “a full record for deciding how to legislate” AI-run companies, it said.
A future state law allowing AI-operated companies would be especially impactful in Delaware, as about two-thirds of Fortune 500 companies are incorporated in the state. Although Elon Musk now prefers Texas, many corporations choose Delaware for its low corporate taxes and business-friendly legal framework. Patibanda-Sanchez boasts that Delaware provides “the most predictable and business-focused legal home in the world,” and that 334,461 new entities were formed in Delaware in 2025.
Patibanda-Sanchez collaborated on the sandbox plan with a private company that says it makes legal AI agents for businesses. “The framework for industry engagement with AICs is being developed in Delaware as part of a public-private partnership led by Norm Ai,” said the op-ed co-written by Patibanda-Sanchez and Norm Ai founder and CEO John Nay.
Meyer, a Democrat, publicly supported the idea of letting AI agents incorporate in a response to an April 2026 social media post by Mark Cuban. Cuban wrote, “If I was the governor of a state looking to grow their revenues, I would add the ability for anyone to incorporate using an AI agent and stablecoins. And charge a premium for the service. Post the agent in the marketplace/connectors that the big LLMs have, to simplify it for everyone. First to market makes a killing.”
Meyer’s official X account replied, “On it!” and posted a link to Meyer’s July 2025 announcement of the plan for an AI sandbox in which “artificial intelligence technologies can be safely developed and deployed across high-impact sectors, including corporate governance, biotechnology, healthcare, chemicals, and financial services.”
In July 2025, Meyer signed a legislative resolution “to create a regulatory sandbox framework for the testing of innovative and novel technologies that utilize agentic artificial intelligence.” This resulted in the Delaware Artificial Intelligence Commission forming a Sandbox Subcommittee to work on a “draft regulatory framework that would create a regulatory sandbox that would test and evaluate agentic artificial intelligence and its application to corporate governance,” the commission said in its December 2025 annual report.
The commission said the Sandbox Subcommittee was working on “potential draft legislation,” and had received a briefing from Patibanda-Sanchez “on the work of a group she has formed to investigate a potential structure for a regulatory sandbox.”
In June 2026, the draft legislation was detailed in a Spotlight Delaware article that said the bill is likely to be introduced in the state legislature next year. The article said:
The principal drafter of the proposed legislation, John Mark Zeberkiewicz, said the measure could allow AI agents to engage in just about any business activity—from providing coding services to signing contracts, or even filing and defending lawsuits.
He also noted that it seeks to protect owners of new Artificial Intelligence Companies from facing legal liability from actions the AI might take. “Anything that a company can do, the AIC can do as a company,” said Zeberkiewicz, a corporate attorney at Wilmington’s Richards Layton and Finger.
Patibanda-Sanchez said at a Delaware AI Commission meeting in June 2026 that the state would benefit from fees paid to form the new type of AI-run companies, according to the Spotlight Delaware article. “Should a new entity form be created out of it, that’s really a huge benefit to our state’s revenues,” Patibanda-Sanchez was quoted as saying.
UC Berkeley law professor Andrew Baker told the Financial Times that the Delaware proposal seems likely “to be an overly generous liability shield, which seems unwarranted without some underlying policy rationale that hasn’t been developed or justified well.”
Martin Petrin, a law professor at York University in Toronto, told Bloomberg that “other states will likely move ahead with similar proposals to compete in this area. If they are serious about this, a federal framework could help address concerns about safety and a regulatory race to the bottom.”