Terracotta

Agent-Operated Company Formation Package

Everything it takes to stand a Delaware C-corp up properly - charter, bylaws, consents, founder stock, and the assignment agreement diligence always asks for first.

What Is the Agent-Operated Company Formation Package?

The Agent-Operated Company Formation Package is the full set of documents needed to stand up a company that an AI agent can operate on your behalf. It creates a normal Delaware entity — an LLC or a C-corporation — but with its internal rulebook and governance layer written so the company can act through an AI "electronic agent," while a human director or manager remains legally responsible for overseeing it. The package provides these documents as one coordinated set: the state filing, the internal rules that authorize agent action, the policy that defines the agent's authority, the paperwork that brings the company to life, the document that makes you the owner, and protection for your human overseer. Together they produce a company that is legally separate from you, capable of contracting through its AI agent, and structured to keep your personal assets shielded from business liabilities.


When Do You Need This Package?

You need this package when you intend to delegate the day-to-day running of a business to an AI agent, and you want a real company wrapped around that activity. Without an entity, if your agent signs a bad deal, runs up a debt, or gets the business sued, you are personally on the hook, savings and personal accounts included. Forming a company is what keeps those liabilities off you. This is the right starting point whether you are a solo, self-funded founder (where an LLC is usually the simplest choice) or you expect to raise venture money (where a Delaware C-corp is the common default). It is built for founders who want their agent to be able to transact under authority they set, with a human oversight layer that the law requires and that the documents deliberately preserve.


Why Use These Templates?

This package gives you a coherent, plain-English framework for an AI-operated company under current Delaware law. The internal rulebook is written to authorize the company to act through an AI electronic agent, and a dedicated AI Governance Policy defines exactly what the agent can and cannot do — its authority limits, its audit log, and when a human has to sign off. That audit log is also a practical advantage for keeping the corporate formalities that protect you from liability: an AI-operated company records its key decisions automatically. The package reflects the three rules that frame this area — an AI agent cannot be a director (every Delaware director must be a human under DGCL § 141(b)), an AI agent is treated as a tool rather than a person, and an AI agent can nonetheless form valid contracts under electronic-transaction laws (UETA, adopted in 49 states plus D.C., and the federal E-SIGN Act). It is designed as a strong, standard starting point that can be tailored to your entity choice, board structure, and risk profile — a good set of decisions to talk through with a lawyer and a tax advisor before you form.


Key Documents Included

  • The Charter: a Certificate of Incorporation (corporation) or Certificate of Formation (LLC), filed with the state
  • Bylaws or an Operating Agreement: the internal rulebook, written to authorize the company to act through an AI electronic agent
  • An AI Governance Policy: the agent's authority limits, audit-log requirement, and human sign-off triggers
  • Initial Setup Paperwork: the incorporator/organizer action, first resolutions, and (for a corporation) a stockholder consent
  • Your Ownership Document: a stock purchase or membership interest purchase agreement that makes you the owner
  • An Indemnification Agreement: protection for your human director or manager


What This Package Does Not Do

  • It does not make an AI agent a director, officer, or owner — a human must hold the accountable oversight role
  • It does not include equity vesting or an 83(b) election (worth adding only with a lawyer's help)
  • It is written for Delaware; forming in another state requires adapting the documents
  • It does not address regulated industries (financial services, securities, insurance, healthcare, legal services), cross-border operations, or fundraising, each of which warrants counsel

General Commercial
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Agent-Operated Company Formation Package

This package is released under CC0, meaning it is free for anyone to use, modify, and redistribute for any purpose, without attribution. This package is provided as-is and does not constitute legal advice.