The rights claimed for the agent
Identify the supplier
An incorporated software business wants its autonomous procurement agent named as supplier, owner of the resulting fees and contact for claims. Its customer accepts automated performance. It needs a party that can promise performance, own the receivable and answer a claim.
AI legal personhood concerns who holds those rights and obligations. An AI agent is software that selects or performs tasks towards a goal with some autonomy. The technical label does not settle legal agency. A natural person is a human individual. A legal person is a subject recognised by applicable law as capable of holding rights and bearing obligations. A company supplies the relevant separate entity here. Corporate capacity concerns what the company can do; authority concerns who can commit it to an act.
Proof of a new legal person requires a legal basis for recognition and evidence that its conditions are met. For an incorporated entity, that includes its formation record and continuing existence. Any special recognition must identify the particular rights granted. A model name, wallet address or persistent identifier establishes a different kind of identity. Sentience and moral entitlement require separate analysis.
In this example, the business is a duly formed Delaware LLC and the order an ordinary commercial order governed by Delaware law. The English company and UK intellectual-property examples below apply their own statutes. Further jurisdiction selection belongs in AI projects across jurisdictions.
For an England and Wales company, registration creates a body corporate capable of exercising an incorporated company’s functions. Constitutional restrictions generally cannot invalidate its acts, subject to the charity qualification. Contracting authority remains a separate inquiry. Companies Act 2006, sections 16, 39 and 43, establish these distinctions; section 43’s contracting rule applies in England and Wales or Northern Ireland. Founders needing an operating entity can use LLC formation, expenses and ongoing maintenance to address the company’s setup.
Contract and collect the fee
For the Delaware order, name the LLC as supplier and contractual creditor. Its separate existence follows from compliant formation, and its powers cover lawful business activity: 6 Del. C. §§ 18-201(b), 18-106. A natural person may also undertake business directly, bearing the resulting rights and obligations personally. Choosing a company changes the legal party even when the same software performs the work.
Delaware permits contracts formed through electronic agents without an individual reviewing every action. Electronic consent, attribution and the substantive contract rules still matter: §§ 12A-105(b), 12A-109 and 12A-114. The company should identify the system it authorises, its purchasing limits and the orders it accepts responsibility for. Those facts support attributing performance and the fee to the company. A technical payment instruction alone does not establish the owner of the receivable.
Management authority follows § 18-402 and the operating agreement. Section 18-407 permits delegation to other persons; an authorised delegate may use software to carry out tasks. It does not itself appoint software to office. Delaware’s electronic-transactions statute also excludes transactions to the extent governed by the LLC Act: § 12A-103(b)(4). Delegated machine authority develops the mandate question in its US federal setting. Consumer payment disputes require their own analysis of wrong purchases and refunds.
Own property or shares
The Delaware LLC can acquire property used in the procurement service, subject to the relevant transfer and asset rules. Its member owns a membership interest and has no interest in specific LLC property: § 18-701. The incorporated software business could instead own a separate operating LLC, if admitted as its member. The operating LLC would then own assets acquired for it; the parent would own its membership interest.
Record equipment, receivables and any acquired shares against the party that obtained legal title. If the company only licenses the procurement software, the licence determines its rights. Control of a wallet or access credential does not by itself establish ownership. Neither the agent’s operation nor the member’s investment supplies a missing transfer.
Hold a corporate office
Under the Delaware LLC Act, members and managers must satisfy the statutory definitions and the operating agreement. The person definition covers recognised individuals and organisations. The agent’s product name supplies no evidence that it qualifies or was appointed: §§ 18-101(12)–(14), 18-301, 18-402. An authorised person should approve the automation mandate. In the English comparison, a company must have at least one natural-person director; this is not a rule that every director must be human: Companies Act 2006, section 155.
Wyoming offers an entity using smart-contract governance. A DAO under its supplement is an LLC with members. Management rests with members, or members together with applicable smart contracts. Those contracts must be upgradeable. A DAO that is no longer under the control of any natural person must dissolve: Wyo. Stat. §§ 17-31-104, 17-31-109, 17-31-114(a)(v). The company remains the legal entity through which the procurement service operates.
Bring a claim and answer one
The Delaware LLC should be the claimant for its unpaid fee and the defendant for its contractual breach. Its debts ordinarily belong to it; membership or management alone does not impose personal liability: 6 Del. C. § 18-303. Separate guarantees or independent grounds of liability require their own analysis.
If a federal court in Delaware has jurisdiction, Rule 17(a) addresses the real party in interest. Rule 17(b) separately determines capacity, distinguishing corporations from other entities; an LLC falls within the latter route. Neither provision supplies the underlying claim or a court’s jurisdiction. Service must follow the applicable rules, including Rule 4(h) and Delaware’s registered-agent provisions, §§ 18-104–105. An agent’s chat window is not an adequate substitute for identifying lawful service arrangements.
The ability to obtain a judgment must also be separated from available assets. Federal Rule 69(a) generally uses state execution procedure, subject to applicable federal law. A creditor needs reachable company property or another enforceable source of payment. Agentic AI liability examines the wider defendant analysis.
Claim authorship or inventorship
Where the procurement service produces a report or develops a process for which protection is sought in the UK, copyright and patents ask different questions. For a computer-generated literary, dramatic, musical or artistic work, the Copyright, Designs and Patents Act 1988 attributes authorship to the person undertaking the necessary arrangements: sections 9(3) and 178. First ownership and employment require examination under section 11; assignments must satisfy section 90. The government’s March 2026 copyright report identifies continuing uncertainty about originality and this provision’s application. The agent’s output does not resolve the company’s title.
Under the Patents Act 1977, the inventor must be a natural person. Owning DABUS (Device for the Autonomous Bootstrapping of Unified Sentience) did not give its owner entitlement to patents for inventions attributed solely to that machine: Thaler v Comptroller-General of Patents, Designs and Trade Marks [2023] UKSC 49, [56], [73], [77]–[90]. This holding concerns sections 7 and 13 of that Act. A company may acquire patent entitlement through the statutory routes, but machine ownership alone is insufficient. Licentium’s South Africa to US copyright and assignment analysis addresses a different output-rights setting.
Read each jurisdiction’s instrument for its own effect
Utah’s restriction took effect on 1 May 2024. It prevents specified governmental entities, including courts and legislative bodies, from granting legal personhood to AI. The relevant definitions and restriction appear in Utah Code §§ 63G-32-101–102. It governs those decision-makers’ recognition powers under Utah law.
Tennessee’s Public Chapter 781 took effect on 23 April 2026. It amended the general code definition of “person”, retaining corporations and other listed organisations while excluding AI, algorithms, software, hardware and machines: 2026 Tenn. Pub. Acts ch. 781, §§ 1–2; Tenn. Code Ann. § 1-3-105(a)(20). This is enacted statutory language. Its role differs from a restriction directed at governmental recognition.
The European Parliament’s resolution of 16 February 2017 asked the Commission to examine possible future arrangements, including long-term electronic-person status: P8_TA(2017)0051, paragraphs 56–59(f). On 20 October 2020, Parliament considered AI legal personality unnecessary in its civil-liability analysis and favoured responsibility along the human and organisational value chain: P9_TA(2020)0276, paragraphs 6–7. Both are non-binding resolutions requesting legislative consideration. Neither created an electronic person.
Article 3 of the EU AI Act supplies a sector-specific comparison. It defines the AI system separately from providers and deployers, whose definitions identify natural or legal persons and specified public or other bodies. A provider develops or commissions a system or general-purpose AI model, then places it on the market or puts the system into service under its own name or trade mark. A deployer uses a system under its authority, subject to the exception for personal, non-professional activity. These regulatory roles do not decide the supplier’s general private-law personality: Regulation (EU) 2024/1689, Article 3(1), (3)–(4), as amended by Regulation (EU) 2026/1744; consolidation of 27 July 2026. EU AI Act classification and compliance requires a separate assessment.
The entity, proposed reforms and corrected order
What limited recognition would change
Argentina’s PE-193/26 proposes a new companies framework. As at 12 November 2026, the Senate record shows receipt on 1 June and referral to General Legislation on 11 June, with no passage recorded. In its 18 June statement, the executive describes an AI-operated company with its own patrimony and attachable assets: Presidency, Comunicado Oficial Número 149; Senate, PE-193/26. On that stated design, the company would answer for obligations. The primary record supports describing a proposal; it does not establish an operative formation route.
As at 12 November 2026, Delaware’s text dated 2 June 2026 remains an unnumbered draft. Its proposed § 81-102(22)(b) includes an AI agent within “person” when used with respect to the manager. That would confer a defined statutory role on the designated AI. The separate Artificial Intelligence Company (AIC) would hold the obligations and litigation capacity: proposed §§ 81-203–204, 81-301–303. The manager-specific definition would not establish general personality for every software system. Neither proposal supplies present authority to put this procurement agent in the supplier field.
The Law Commission of England and Wales discussed AI personality in July 2025, including liability and asset problems: Artificial Intelligence and the Law: A Discussion Paper, pp. 21–23. It made no reform recommendations. The customer’s comparison can therefore focus on what each arrangement would achieve.
An ordinary company with an automation mandate already offers a continuing debtor, company assets and a registered service address. Replacing its model need not replace the company or transfer the fee. The mandate should identify who can stop transactions and produce records, including after the service fails. Those access rights require operational arrangements and contractual commitments.
Delaware’s draft would add express AI-manager eligibility and statutory provisions for action records, replacement management and capital contributions. The member would have to maintain adequate capital, and a creditor could enforce that contribution obligation on the AIC’s behalf. The company would continue through manager changes. Its sole member must designate a replacement AI manager within 30 days of a vacancy and manage meanwhile. Registered-agent provisions preserve a service channel: proposed §§ 81-108–109, 81-203(c), 81-301(c)–(d), 81-402–403. These provisions could reduce uncertainty about office and continuity. Neither statutory status nor an address ensures sufficient assets, responsive insurance or a functioning stop control. Those depend on funding, policy terms and governance. For this customer, a funded company with enforceable commitments may meet the need without waiting for reform.
Evidence for each claimed right
For the right to contract and receive fees, request the formation record, current status and the operating agreement or certified authority extract. Obtain the approval identifying the responsible supplier and permitted automated transactions. Confirm the payee and any assignment of the receivable.
For property or shares, request title and transfer records, including the software licence and any relevant share or membership register. The owner recorded there should match the asserted right. For corporate office, check the member or manager’s eligibility, appointment and power to approve the mandate.
For claims, identify the defendant, notice contact and registered agent, then agree usable service arrangements. Request evidence of assets, insurance or a guarantee proportionate to the exposure, alongside access to transaction records and a named person able to suspend instructions. For copyright or patent rights, request the creation record and the relevant employment, licence or assignment documents. Apply the law governing that particular right before accepting the agent’s name as author, inventor or owner.
Correct the supplier record before accepting the order
Replace the agent’s name in the legal-supplier field with the LLC’s full registered name, Delaware file number and registered office. Identify its registered agent separately. Enter the company as contractual fee owner, subject to any disclosed valid assignment, and verify the authorised payment destination. Keep the software name and version in the service description. The claims contact should identify a responsible company representative; formal service belongs in its own provision.
The party description can read: “The Supplier is the Delaware limited liability company identified by its full registered name and file number in the completed Supplier Details. It performs this agreement through its authorised procurement system, is entitled to the contractual fees and is responsible for the Supplier’s obligations. The system is identified in the Service Description.” The Supplier Details must form part of the agreement and contain the verified particulars before signature.
The member or manager empowered by the operating agreement should approve the supplier’s correction and automation mandate. The customer’s authorised signatory should accept the corrected order. If the correction changes an existing agreement, obtain the required parties’ agreement in the form the contract and applicable law require. An internal vendor-record change cannot settle the other party’s rights. Complete the authority documents, payment verification, notice and service terms, and records-access arrangements before permitting the agent to place further orders.