The Implications of Modern Business-Entity Law for the Regulation of Autonomous Systems

Abstract

Nonhuman autonomous systems are not legal persons under current law. The history of organizational law, however, demonstrates that agreements can, with increasing degrees of autonomy, direct the actions of legal persons. Agreements are isomorphic with algorithms; that is, a legally enforceable agreement can give legal effect to the arbitrary discernible states of an algorithm or other process. As a result, autonomous systems may end up being able, at least, to emulate many of the private-law rights of legal persons. This essay demonstrates a technique by which this is possible by means of limited liability companies (LLCs), a very flexible modern type of business organizations. The techniques that this essay describes are not just futuristic possibilities; as this essay argues, they are already possible under current law.

Keywords: autonomous systems, robots, artificial intelligence, business law, organizational law, LLCs, limited liability companies, shelf LLCs, zero-member LLCs, legal personhood, legal personality, personhood

JEL Classification: K20