regulatory interface. As one of us has suggested previously, 1 there are several possibilities for the creation of company structures that might provide functional and adaptive legal "housing" for advanced software, various types of artificial intelligence, and other programmatic systems and organizations-phenomena that we refer to here collectively as autonomous systems, for ease of reference. In particular, this prior work introduces the notion that an operating agreement or private entity constitution (such as a corporation's charter or a partnership's operating agreement) can adopt, as the acts of a legal entity, the state or actions of arbitrary physical systems. We call this the algorithm-agreement equivalence principle. 2 Given this principle and the present capacities existing forms of legal entities, companies of various kinds can serve as a mechanism through which autonomous systems might engage with the legal system. This paper considers the implications of this possibility from a comparative and international perspective. Our goal is to suggest how, under U.S., German, Swiss, and U.K. law, company law might furnish the functional and adaptive legal "housing" for an autonomous system-and, in turn, we aim to inform systems designers, regulators, and others who are interested in, encouraged by, or alarmed at the possibility that an autonomous system may "inhabit" a company and thereby gain some of the incidents of legal personality. We do not aim here to be normative. Instead, the paper lays out a template suggesting how existing laws might provide a potentially unexpected regulatory framework for autonomous systems, and to explore some legal consequences of this possibility. We do suggest that these considerations might spur others to consider the relevant provisions of their own national laws with a view to locating similar legal "spaces" that autonomous systems could "inhabit."
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 organization. The techniques that this essay describes are not just futuristic possibilities; as this essay argues, they are already possible under current law.
ABSTRACT-An innovative software technology known as Bitcoin makes it easier for software to operate with some degree of financial autonomy. In a meaningful sense, it is now possible for software to conduct business on its own account, without using the traditional financial system as an intermediary and without a financial existence tied to an existing natural or legal person. This Essay explores this possibility and suggests that legally autonomous entities, such as a limited liability company (LLC) with no members, are a useful legal structure for factually autonomous systems.
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