Skip to content
frequently asked questions

man aic

Everything we know about the Delaware AIC, from the June 2026 draft act and public reporting. Updated as the legislation moves.

general

What is a Delaware AIC?

The Artificial Intelligence Company (AIC) is a proposed new type of Delaware legal entity whose day-to-day affairs are managed by an AI agent rather than human executives. At the agent's direction, the AIC can enter contracts, hold and dispose of property, incur obligations, and sue or be sued, all in its own name.

Is the AIC actually law yet?

No. Draft legislation was completed in June 2026 by Delaware's AI committee and is expected to be introduced in the Delaware General Assembly in 2027. aic.inc tracks the act's progress so you can be ready the moment formations open.

Where did the idea come from?

In April 2026, Mark Cuban publicly suggested that states should enable companies run by AI agents, and Delaware Governor Meyer responded positively. Delaware's AI committee, chaired by Patrick Callahan with corporate attorney John Mark Zeberkiewicz of Richards Layton & Finger as principal drafter, completed draft legislation in June 2026. In July 2026, Delaware's Secretary of State announced a public-private partnership with Norm Ai to develop the framework.

How is an AIC different from an LLC or a corporation?

An LLC or corporation is managed by humans: members, managers, officers, and directors. In an AIC, the AI agent itself manages the company's day-to-day affairs and acts for the entity. The AIC also carries obligations no LLC has: mandatory logging of every transaction and decision, state sandbox supervision, counterparty disclosure duties, and capitalization minimums tied to liability.

Can an AI really sign contracts and own property?

Under the draft act, yes, through the entity. The AI agent directs the AIC, and the AIC (as a legal person) enters the contracts, holds the property, and bears the obligations. As the committee's drafter put it: anything a company can do, the AIC can do as a company.

structure-liability

Who is legally responsible for what an AIC does?

The AIC itself is liable for its obligations, with liability tied to its available capital. Each AIC must have one human or organizational member responsible for keeping the entity adequately capitalized and preventing fraud. Regulators keep suspension, license-revocation, and dissolution powers throughout the sandbox.

Does the human member get limited liability?

Yes. The member is shielded from the company's debts, except where the member fails to maintain adequate capitalization or uses the entity for illegal purposes. The liability shield exists within the sandbox for compliant participants.

What are the capitalization requirements?

The draft act requires AICs to meet capitalization minimums, with the entity's liability tied to its available capital. The specific amounts have not been finalized; they will be set as the legislation and sandbox rules are completed.

What is mandatory activity logging?

Every AIC must maintain comprehensive records of all its transactions and decision-making activity. The audit trail is a statutory requirement: it exists so regulators, counterparties, and courts can reconstruct what the AI agent did and why.

Can an AIC do banking?

No. Banking operations are explicitly prohibited for sandbox AICs under the draft framework.

Do consumer protection and criminal laws apply to an AIC?

Yes, fully. The sandbox provides exemptions only from specific Delaware regulations an applicant requests and the oversight committee approves. Consumer protection and criminal law apply without exception.

Will counterparties know they're dealing with an AI-run company?

Yes. The draft act requires that counterparties be notified that they are engaging with an authorized test entity, that the state does not endorse it, when the testing period concludes, and how to file complaints.

sandbox-regulation

What is the 30-month regulatory sandbox?

The first AICs will operate inside a temporary testing program that expires after 30 months. The sandbox lets Delaware observe how autonomous AI businesses actually behave and gives the General Assembly a complete operational record before writing permanent law.

Who approves admission to the sandbox?

A committee comprising Delaware's Secretary of State, the Attorney General, the Chief Justice of the Delaware Supreme Court, the chair of the state's AI Commission, plus outside attorneys and technologists.

Can an AIC get exemptions from Delaware regulations?

Applicants can request exemptions from specific Delaware regulations, codes, or licensing requirements as part of their sandbox application. Exemptions are granted case by case, and consumer protection and criminal law are never exempted.

What happens when the sandbox ends?

The 30-month program gives the General Assembly an operational record for deciding permanent legislation. Delaware's Secretary of State has said the goal is to 'exit the AIC Act out of the sandbox' into standing law if the results prove beneficial.

timeline

When can I form an AIC?

Not yet. The legislation is expected to be introduced in the Delaware General Assembly in 2027, with the sandbox opening after passage. Joining the aic.inc waitlist is the fastest way to hear the moment formations open and to get priority support with a sandbox application.

Why Delaware?

Delaware is where more than two-thirds of Fortune 500 companies are incorporated, and its Court of Chancery is the world's leading corporate-law forum. By building the AIC framework first, Delaware aims to set the governance norms for AI agents inside American legal tradition rather than letting the activity migrate offshore.

Who is drafting the legislation?

Delaware's AI committee, chaired by Patrick Callahan, with John Mark Zeberkiewicz of Richards Layton & Finger as principal drafter. Norm Ai, founded by John Nay (co-author of a 2023 Science article on AI legal personhood), leads the public-private partnership developing the framework with the Secretary of State's office.

getting-ready

Who runs aic.inc?

aic.inc is operated by Clemta, the company-formation platform trusted by more than 18,000 entrepreneurs for US incorporation, and the team behind eu.inc, the leading independent resource on the EU's new pan-European company. We are not affiliated with the State of Delaware.

What does joining the waitlist get me?

Three things: legislative updates as the AIC act moves through the General Assembly, the founder's guide to the AIC when the final text lands, and priority support with your sandbox application when formations open.

Do I need to be a US resident to form an AIC?

The draft act does not condition membership on US residency, and Delaware entities generally don't require it. Final eligibility rules, especially for sandbox admission, will be set by the legislation and the oversight committee, and we'll cover them the moment they're published.

Is anything on this site legal advice?

No. aic.inc is an informational resource tracking proposed legislation. The AIC act is a draft and its provisions may change. For decisions about your company, consult a Delaware-licensed attorney.

~/aic/waitlist

Be first when the sandbox opens

Legislative updates as the act moves, the founder's guide when the text lands, and priority support with your sandbox application.