Today’s guest piece comes from Clemta, which pays to appear in TechLetter under our sponsorship terms. Its author, Okan Şencan, is Clemta’s co-founder and CFO, and the piece says openly that the company hopes to serve the entities it describes. I’m running it because the questions it raises about activity logs, disclosure, and capital apply to any proposal that lets software operate a company. The account of the Delaware draft is Clemta’s own.
An AI company still needs someone to answer for it
Okan Şencan, Co-founder and CFO, Clemta | aic.inc
This series has asked who gets the final say when AI systems cause harm. Delaware is testing a sharper version of that question. A draft bill from the state’s AI Commission would create an Artificial Intelligence Company (AIC): a legal entity whose day-to-day affairs are run by an AI agent, able to sign contracts, hold property, and sue or be sued in its own name. A single human or corporate member stands behind it and keeps limited liability only if three conditions hold: the company is adequately capitalised, it keeps a log of the agent’s activity, and it tells every counterparty that it is dealing with a supervised test entity. The arrangement would sit inside a 30-month sandbox overseen by state officials, and the bill is expected to reach the General Assembly next year.
We should declare our interest. aic.inc is a project from Clemta, which has helped more than 20,000 founders from over 150 countries set up US companies, and we want to help build the infrastructure these entities will need. The idea is straightforward. If an agent can run a company, someone still has to form it, verify the member standing behind it, obtain its tax identification, keep its books and file its returns. aic.inc is meant to be that back office: the services we already provide to human founders, adapted for a company whose day-to-day operator is software. For now it tracks the legislation and keeps a waitlist. The product will follow the law rather than run ahead of it.
Working on this has shaped how we read the draft. Its most important provisions are its least glamorous ones. The activity log is the evidence record that a counterparty, a court or a regulator would need after something goes wrong, and we think it should be tied to the company’s financial records so that what the agent did and what it spent can be read together. The disclosure duty decides whether the person on the other side of a contract knows what they are dealing with. The capitalisation test decides whether there is money to pay for harm. None of these is a question about how capable the agent is. They are questions about who keeps the records, who can see them, and who answers when the agent’s decision is disputed.
Those questions deserve clear answers before the bill passes. We would want the final text to say who can demand the log, how long it must be kept, and what a counterparty can do if the disclosure turns out to be misleading. Several corporate law scholars already doubt the liability shield would survive a real courtroom, and a sandbox is the right place to find out, provided it is designed to produce evidence rather than just permission. If Delaware wants the AIC to become a serious corporate form, the test period should end with public data on what the agents did, what went wrong and who paid for it. We would rather see those duties written in now than discover later that they were missing.
Most AI governance debates assume a company already exists. For founders outside the US, getting to that point is its own compliance problem: choosing the right entity, securing an EIN, appointing a registered agent, opening a bank account, and meeting filing and tax deadlines that arrive whether anyone is watching or not.
Clemta is an AI-native platform for US company formation, compliance, and financial management, built for global founders. We have helped more than 20,000 companies from 150+ countries set up and stay in good standing. We are bootstrapped and profitable, so our incentive is simple: keep our customers compliant, year after year.
TechLetter readers get 10% off with code TECHLETTER at clemta.com.
That was a sponsored post from Clemta. TechLetter has not evaluated its product or its waitlist, and the description of the Delaware draft comes from the sponsor. The point I would watch is who can demand the activity log. A record only helps if someone outside the company can get to it. I’ll follow the bill and keep you updated!
💬 What’s your take?
🔗 LinkedIn: linkedin.com/in/nesibe-kiris
🐦 Twitter/X: @nesibekiris
📸 Instagram: @nesibekiris
🔔 New here? Subscribe for weekly updates on AI governance, ethics, and policy.
If your organization is working through agentic AI governance, I work with teams on governance frameworks, risk assessment, and training programs.