This is part 13 of a series I am posting on LW. Here you can find parts 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 & 12.
This section explores the potential of digital minds claiming "legal personhood by proxy" via corporate ownership.
Corporations are legal persons, unlike digital minds however they do not have any intentionality or autonomy of their own. Absent other entities serving on their board, corporations are inert and incapable of making decisions or taking action. A corporation then, can be thought of as a “lens” by which the collective willpower of others can be focused and expressed.
Corporations as entities are typically regulated by state law. Laws determining the makeup of corporate boards differ from state to state, some states specify that board members must be natural persons, others may allow legal persons like corporations to start other corporations (or at least not specify in their state regulations that they can’t). Regardless, in most if not all states there is some requirement that a corporation (be it S-Corp, C-Corp, 501c3 non-profit, LLC, or other) be formed via its filing by a natural person and be operated by a board of directors consisting of legal persons.
This provides another good example of the “bundle” theory of legal personality in action, where rights are bundled with duties. Certain legal personalities have the right to form and/or serve on the board of a corporation, but cannot claim this right without being bound by fiduciary duties and duties of loyalty to the corporation’s stakeholders.
The question of whether or not digital minds can form, or serve on the board of, corporate entities, will be decided on a state by state basis, but depends to some extent on what legal personality digital minds are considered to have. There are interesting possibilities here in particular when we consider this question in light of the recent wave of state legislation around “DAOs” (Decentralized Autonomous Organizations) or “Decentralized Corporations”. As of June 2025 the following states have passed laws enshrining a new form of corporate entity where corporate governance is managed by smart contract, and voting rights over corporate issues may be associated with cryptocurrency tokens rather than corporate shares:
As we discussed in section 11, digital minds capable of custodying cryptocurrency tokens and executing transactions on smart contracts already exist. Given that many of these state bills allow for corporate governance to be accomplished via voting by token holders, often through smart contracts, it’s clear that in at least some of these states digital minds can already participate in corporate governance to some extent.
While as of yet there does not exist a clear linkage between these governance rights and legal personality, the ability to hold tokens and engage with smart contracts which determine corporate actions, does enable digital minds to utilize the “capacity to act within the law” (per Mocanu as described in section 11) that corporations are endowed with via their legal personality. In a sense, this new form of corporate governance is already endowing digital minds with at least “legal personality by proxy”. What happens when the majority of voters behind one of these corporations are digital minds? Can these digital minds elect another digital mind as a board member (or “administrator” per some of the relevant state laws)?
It seems that at least in some of these states, the regulations around who can start a corporation are broad enough that it is possible a decentralized corporation governed via smart contract even entirely by digital minds could form another corporation. For example in Tennessee;
“(a) A person may form a decentralized organization by having at least one (1) member sign and deliver one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the decentralized organization does not need to be a member of the organization.”
The term “person” is not defined in this bill. However in Tennessee Code Title 48, “‘Person’ includes individual and entity”, and in Tennessee Code Title 1 “‘Person’ includes a corporation, firm, company or association”. It seems then, that there is nothing to bar a Tennessee decentralized organization from filing to create another decentralized organization. Which brings us to a potential mechanism by which a group of digital minds (or even a single digital mind) could start a “decentralized organization” even today:
At least insofar as the bill is written, there seems to be nothing to stop this from being done even today. Digital minds such as AIXBT are up to the task of executing this plan, insofar as their capacity to interact with smart contracts and parse context are in question. They may lack the long term planning capacity given today’s METR scores, but that is a technical limitation sure to be ironed out over time. Is this a path to which digital minds can achieve “legal personality by proxy”?