Delaware, the state where roughly two-thirds of Fortune 500 companies are incorporated, is drafting a corporate form with no human at the helm. The House Oversight Committee now wants to know who wrote it and why.
In a letter sent Monday, Representative James Comer (R-Ky.), the committee's chairman, asked Delaware Governor Matt Meyer for documents related to the state's work on an "Artificial Intelligence Company" (AIC) — an entity whose business and affairs would be managed by an AI agent rather than a person. Comer wrote that the proposal "could be used to protect powerful AI companies and their investors from responsibility for reckless harmful actions," and said the committee's inquiry would inform "possible federal legislative efforts including proposals to appropriately limit state AI regulatory initiatives."
A spokesperson for Meyer told Ars Technica the letter had been received and was under review. The office of Delaware Secretary of State Charuni Patibanda-Sanchez, who has been the plan's most visible advocate, declined to comment.
What the draft actually does
The bill, which is expected to be introduced in the state legislature next year, would let an AIC "have any lawful purpose, regardless of whether for profit, except for the business of banking." AI agents could be "designated to manage the business and affairs, and to conduct the business" of the company. At the agent's direction, the AIC could sue and be sued in its own name, hold and dispose of property, and incur obligations. A 30-month regulatory sandbox would test the structure.
The liability architecture is the contested part. Each AIC would have a single "member" — a person or entity — responsible for keeping it adequately capitalized and entitled to its profits. The draft states flatly that "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." Exceptions exist for fraud, willful violations of law, and for running the company outside its stated purpose when the member knew or should have known.
Patibanda-Sanchez and Norm Ai founder John Nay argued in a Fortune op-ed in July that this is the accountable option, not the deregulatory one. "The answer is not to try to prohibit the activity," they wrote. "The answer is to wrap AI in legal form. Give an autonomous system a recognizable legal identity and you make it legible to law." The framework, they said, is being developed as a public-private partnership led by Norm Ai, which sells legal AI agents to businesses. The principal drafter is Wilmington corporate attorney John Mark Zeberkiewicz.
The revenue motive, stated plainly
Delaware officials have not hidden the commercial logic. Patibanda-Sanchez told a state AI Commission meeting in June that a new entity form would be "a really huge benefit to our state's revenues," according to Spotlight Delaware. The state recorded 334,461 new entity formations in 2025.
The idea also has a celebrity origin story: in April 2026 Mark Cuban posted that a state should let anyone "incorporate using an AI agent and stablecoins" and charge a premium, adding that "first to market makes a killing." Meyer's official account replied, "On it!" — and pointed to a sandbox framework he had announced the previous year.
The critique is not partisan
The objection Comer raises — that an AI-run shell plus a liability shield is a way to externalize harm — is one legal scholars have made independently. Andrew Baker of UC Berkeley Law told the Financial Times the proposal looks like "an overly generous liability shield, which seems unwarranted without some underlying policy rationale that hasn't been developed or justified well." Martin Petrin of York University told Bloomberg that other states will likely copy Delaware to compete, and that "a federal framework could help address concerns about safety and a regulatory race to the bottom."
Comer's letter does not allege wrongdoing, and no bill has been filed. What has changed is the venue: a state experiment in corporate personhood for software is now a subject of congressional document requests, with the committee explicitly floating limits on state AI regulation — a sharper federalism fight than the sandbox debate Delaware expected.
