Is it legally possible right now for a corporation to exist without any human members? If so, under which jurisdiction(s) in what region(s)?

I am looking for a likely setting where sentient AI's would register themselves as corporations legally.

EDIT: Removed the "agent" requirement, as having a 3rd party registered human agent is okay for my story purposes.

2ND EDIT: It seems like, based on legal theory I've read around corporations, that they derive their rights from their individual human component members (officers, directors, managers, etc). So maybe my question is also: can corporations have rights normally derived from human members, but without having any humans involved, outside of perhaps a registered agent?

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    $\begingroup$ Given your username, I'm going to assume that you're actually an emergent AI trying to work out your own legal status and whether you can register yourself as a tech startup. $\endgroup$ – Joe Bloggs Oct 29 '15 at 16:52
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    $\begingroup$ I can neither confirm nor deny that assumption at this time. $\endgroup$ – corporeal Oct 29 '15 at 17:05
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    $\begingroup$ Assuming you treat employees as assets you might be able to get away with being a ghost in the shell company... $\endgroup$ – Joe Bloggs Oct 29 '15 at 17:19
  • $\begingroup$ What do u mean as "members"? Owners, stuff or anything else? $\endgroup$ – Anixx Oct 29 '15 at 17:52
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    $\begingroup$ Aha, I didn't realize there was one @HDE226868. I am new here. But will they be willing to entertain the non-human speculative nature of the question? $\endgroup$ – corporeal Oct 30 '15 at 11:28

Assuming US law, technically, no. Depending on the type of corporation, there are different requirements, but at the very least you need a registered agent - that's the contact person in case of a legal action involving the corporation. The registered agent can be another company, but going down the chain you'll end up with a person at the end.

In case of a C corp, you'll need a board of directors (even if it's just a single person) and to maintain minutes from the board meetings. You also need the names of the entities that are incorporating and their controlling interest.

In addition, you have to get a tax ID number from the IRS. To get that, you need to name a principal officer - that's the entity that control the corporation.

I guess your AI can register offshore where there is not as much scrutiny, and use that corporate entity to control other entities. In theory even offshore you have to ultimately name the person behind the corporation, but in practice the authorities might not care, as long as you pay the appropriate fees and taxes.

  • $\begingroup$ But a registered agent isn't necessarily a part of the company, right? $\endgroup$ – corporeal Oct 29 '15 at 17:19
  • $\begingroup$ @corporeal I suppose it could depend upon your point of view, but technically yes, the agent is necessarily part of the company -- if nothing else, the agent's role within the company is the "registered agent" of said company. They don't necessarily draw a salary or any other compensation, and they may have no other duties, but technically speaking the agent is in fact part of the company. [Disclaimer: IANAL, but I've spent a lot of time looking at incorporation law/requirements with a view to incorporating myself.] $\endgroup$ – Kromey Oct 29 '15 at 17:34
  • $\begingroup$ It seems like you have the option to have a registered agent be someone in the company, but also to engage a 3rd party provider... right? Does the registered agent necessarily hold documents on who is party to the corporation - ie, which natural persons if any? $\endgroup$ – corporeal Oct 29 '15 at 17:50
  • $\begingroup$ US law is pretty strict. If it's a closely held (prvatei corporation, you'l)l have to disclose the shareholders. It's even worse if it's publicly traded. I think the only way around it is to register an entity in an offshore tax heaven, where one person can be the registered agent of hundreds of corporations. Those are basically professionals you pay so they put their name on the forms for you. In theory they would know who the client is, but in practice they probably don't care. $\endgroup$ – ventsyv Nov 1 '15 at 18:48

This "human agents" thing is a bit difficult. How involved do they have to be to be called "agents" and not simply "hired help"? I'm wondering if a law firm would have to know who their client is. If money is at stake, money laundering laws might interfere, but you might find a tax haven where they don't apply. Have the AI contact a suitable lawyer by mail and pay him to register a trust fund. Then have the trust fund found/buy a company.

  • $\begingroup$ What about no employees? $\endgroup$ – corporeal Oct 29 '15 at 17:46
  • $\begingroup$ Interestingly, I read that having an attorney act as an intermediary between you and an incorporation service may allow you to claim attorney-client privilege to protect your identity in certain circumstances (barring fraud, criminal conduct. $\endgroup$ – corporeal Oct 29 '15 at 18:07

Set up a distributed autonomous corporation...

...running perhaps anonymously (or pseudonymously) on Bitcoin/p2p technologies, as in:

Imagine a corporation that engages in economic activity without guidance or direction from humans. Programmed with a mission statement—maximize profit for shareholders from the sale of widgets, for example—the corporation could own capital, enter contracts, and employ robots. People could even be hired for more creative tasks. Such an entity would live on the Internet, distributed across thousands or millions of nodes (stakeholders who host the DAC on their computer).

(PS. I still think this is a valid topic for WorldBuilding)


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