Delaware’s AI-run company proposal draws congressional scrutiny over owner liability

Delaware built its reputation by making it easy to form a company. Now it wants to make it possible for software to run one.

That idea has drawn a sharp letter from Washington. US Rep. James Comer (R-Ky.), chairman of the House Committee on Oversight and Government Reform, wrote to Delaware Governor Matt Meyer about the plan. Comer argues that letting AI agents operate companies would help human owners dodge legal responsibility when the AI behaves recklessly or causes harm.

The stakes are bigger than one state’s corporate code. Delaware is effectively the default home address for corporate America. Any new entity type it creates could become a template, or a loophole, that spreads well beyond its borders.

What Comer is asking for

Comer’s letter, dated October 26, 2026, is a formal request for records. He wants Delaware to turn over documentation on the proposal’s risks and on who has shaped it. The deadline is November 9.

The letter frames the request around a specific new legal creature. In Comer’s words, 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’s concern centers on accountability. He has raised fears that the structure could insulate AI-run entities from the consequences of harmful actions. He has also flagged the possibility that the proposal may reflect regulatory capture, where the industry being regulated ends up steering the rules.

How the AI company would work

The proposal goes by two names. It is called an Artificial Intelligence Company, or AIC, and also an agent-managed company, or AMC. Either way, the core concept is the same: AI systems handling business operations on their own.

Draft legislation for the structure was finalized in June 2026. It is expected to be introduced in the Delaware General Assembly in 2027. So nothing is law yet, and the framework could still change before lawmakers vote on it.

The draft includes several guardrails. Chief among them is a 30-month regulatory sandbox for AI-managed operations. The draft also requires mandatory transaction logging. Every action the AI takes on behalf of the company would, in effect, leave a paper trail.

Then there is the clause drawing the most fire. The framework contains certain liability limitations for company owners. Legal scholars and other critics have raised concerns that these protections may be too lenient, prompting calls for clearer guidelines on where responsibility actually lands.

Why Delaware is doing this

The proposal traces back to House Joint Resolution 7, which was signed into effect on July 23, 2025. The AIC concept grew out of that resolution and Delaware’s broader push to stay ahead in corporate formation.

Money explains a lot of the urgency. Delaware’s corporate franchise fees exceed $2 billion annually. That figure makes up nearly a third of the state’s budget.

Delaware faces rising competition for corporate registrations from states including Nevada and Texas. Both have courted companies looking for alternatives to Delaware’s legal regime.

What this means

The immediate story is a collision between state experimentation and federal oversight. Corporate law has traditionally been a state matter, and Delaware has written much of it. Comer’s inquiry suggests Congress may not be content to let states define the legal status of AI on their own.

The specific design choices deserve attention too. The 30-month sandbox gives regulators a defined window to evaluate how these entities perform in practice. Mandatory transaction logging could become a benchmark for how AI decision-making gets audited elsewhere, even if the AIC itself never takes off.

Watch the November 9 deadline first. How Delaware responds, and what documents it produces, will signal whether the state intends to defend the proposal as drafted or soften it. Watch next for revisions to the liability provisions before the expected 2027 introduction, since that is where critics have concentrated their fire.