Washington Law Review

Article

Autonomous Corporate Personhood

December 01, 2021 | 96 Wash. L. Rev. 1453

Abstract: Several states have recently changed their business organization law to accommodate autonomous businesses—businesses operated entirely through computer code. A variety of international civil society groups are also actively developing new frameworks—and a model law—for enabling decentralized, autonomous businesses to achieve a corporate or corporate-like status that bestows legal personhood. Meanwhile, various jurisdictions, including the European Union, have considered whether and to what extent artificial intelligence (AI) more broadly should be endowed with personhood to respond to AI’s increasing presence in society. Despite the fairly obvious overlap between the two sets of inquiries, the legal and policy discussions between the two only rarely overlap. As a result of this failure to communicate, both areas of personhood theory fail to account for the important role that socio-technical and socio-legal context plays in law and policy development. This Article fills the gap by investigating the limits of artificial rights at the intersection of corporations and artificial intelligence. Specifically, this Article argues that building a comprehensive legal approach to artificial rights—rights enjoyed by artificial people, whether corporate entity, machine, or otherwise—requires approaching the issue through a systems lens to ensure that the legal system adequately considers the varied socio-technical contexts in which artificial people exist.

To make these claims, this Article begins by establishing a terminology baseline, and emphasizing the importance of viewing AI as part of a socio-technical system. Part I then concludes by reviewing the existing ecosystem of autonomous corporations. Parts II and III then examine the existing debates around artificially intelligent persons and corporate personhood, arguing that the socio-legal needs driving artificial personhood debates in both contexts include: protecting the rights of natural people, upholding social values, and creating a fiction for legal convenience. Parts II and III also explore the extent to which the theories from either set of literature fits the reality of autonomous businesses, illuminating gaps and using them to demonstrate that the law must consider the socio-technical context of AI systems and the socio-legal complexity of corporations to decide how autonomous businesses will interact with the world. Ultimately, the Article identifies and leverages links between both areas of legal personhood to demonstrate the Article’s core claim: developing law for artificial systems in any context should use the systems nature of the technical artifact to tie its legal treatment directly to the system’s socio-technical reality.

ongresses, and federal courts.

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