Guide
What an AI agent legally can and cannot do when incorporating a company.
An AI agent can prepare, prefill, validate, route, track, and record nearly every step of forming a Delaware C-Corp. It cannot sign, decide, certify, pay, or advise — those acts legally belong to specific humans. Not because the software isn't capable, but because the law attaches those acts to persons: signer intent, penalties of perjury, license requirements, and authority over money.
What an agent can do
Six verbs cover the legal territory available to software in an incorporation:
- Prepare — draft the certificate of incorporation, bylaws, board consents, stock purchase agreements, and IP assignments for human review.
- Prefill — populate IRS Form SS-4, the 83(b) election, and the Delaware annual report with the company's real data.
- Validate — check names against Delaware rules, catch inconsistent share counts, flag missing signatures before anything is filed.
- Route — send each document to the right signer, in the right order, and escalate anything that needs a licensed professional.
- Track — run the deadline clocks — the 30-day 83(b) window, the March 1 franchise tax — and chase whoever is holding things up.
- Record — maintain the minute book, the stock ledger, and the audit trail of who approved and signed what, when.
That is most of the actual work in the nine-step formation sequence and the post-incorporation checklist. The remaining slice — small in minutes, decisive in law — is below.
What must stay human, and why
Signatures on binding documents
Who: Each signer — incorporator, officer, director, founder
Under ESIGN and UETA, an electronic signature is valid only when it is executed by a person with the intent to sign. Delaware law (8 Del. C. §103) additionally requires filed instruments to be executed by specific legal actors. A software agent is not the incorporator, and a signature it applies on your behalf is not your signature.
The 83(b) election decision
Who: The taxpayer
The election is a personal tax choice with irreversible consequences, made by the undersigned taxpayer on IRS Form 15620. Software may explain, calculate the deadline, prepare the packet, and archive proof — the decision and signature are yours alone.
Legal, tax, and immigration advice
Who: Licensed attorney, CPA or enrolled agent, immigration attorney or DOJ-accredited representative
Delaware regulates the unauthorized practice of law, IRS representation is limited to recognized practitioners (IRS Publication 947), and USCIS restricts immigration advice to attorneys and accredited representatives. Software can educate in general terms and route you to counsel; it cannot exercise legal judgment about your situation.
Penalties-of-perjury certifications
Who: The responsible party (SS-4) or a certifying officer/director (Delaware annual report)
Form SS-4 carries a penalties-of-perjury declaration by the entity's responsible party, and knowingly false statements in a Delaware annual report are perjury under 8 Del. C. §502. Only a human can swear to the truth of a filing.
Payment authorization
Who: The payer, or a person authorized over company funds
Filing fees, registered-agent fees, and taxes are real money. Software can estimate fees and prepare payment requests, but the decision to spend a person's or company's money requires explicit human authorization — and it executes only within that approval.
Identity verification and KYC
Who: The customer, beneficial owner, or control person — in person or via liveness checks
Banks must verify the true identity of each customer under federal customer-identification rules (31 CFR 1020.220), and payment processors run equivalent checks. An agent completing an ID or liveness check as you would be impersonation, not automation.
CAPTCHAs and government portals that prohibit automation
Who: A human operator
A CAPTCHA exists precisely to distinguish humans from software, and Delaware's public name-reservation portal states that using automated tools may result in suspension of access. The correct agent behavior is to stop, surface the challenge to a human, and resume afterward — not to defeat the control.
Why the line sits where it does
Three legal mechanisms draw it. First, signer intent: e-signature law (ESIGN and UETA) binds people because they meant to sign — an agent has no intent to lend you. Second, sworn truth: the government forms in an incorporation (SS-4, the Delaware annual report) are certified under penalties of perjury, and perjury is something only a person can commit — so only a person can certify. Third, licensed judgment: unauthorized-practice rules exist so that individualized legal, tax, and immigration advice comes from someone accountable to a regulator, which software is not.
Notice what is not on the human-only list: filing itself. A properly executed document can be submitted through authorized channels — the boundary is the execution and authorization behind it, not the upload. That nuance is why “an AI can't incorporate a company” is wrong as a blanket claim, and “an AI can incorporate a company by itself” is wrong too.
How Corply splits the work
Corply is built exactly on this line: the agent side runs in Claude Code and handles preparation, validation, routing, and record-keeping (the agent integration page covers how). Every signature is made by the actual founder under a full ESIGN/UETA audit trail, the 83(b) decision stays with the taxpayer, and a human reviews the Delaware filing before anything is submitted. Corply is not a law firm, and questions that need individualized judgment go to licensed professionals.
Do it from Claude Code
Corply automates the six verbs — prepare, prefill, validate, route, track, record — and routes every signature, decision, and payment to the human the law requires.
then run /incorporate
FAQ
- Can an AI legally incorporate a company?
- It can run almost the entire workflow — preparing documents, prefilling government forms, validating data, routing signatures, tracking deadlines, and keeping records. What it cannot do is perform the legally binding acts inside that workflow: executing documents, certifying filings under penalty of perjury, making the 83(b) decision, authorizing payments, or passing identity checks. Those belong to the founders, officers, and taxpayers involved.
- Can an AI agent sign documents on my behalf?
- No. ESIGN and UETA make an e-signature valid because a person executed it with intent to sign — intent an agent cannot have for you. An agent can prepare the packet, send it to you, and capture the audit trail around your signature, but the click that binds you must be yours.
- Is using AI to prepare incorporation documents unauthorized practice of law?
- General education and self-service document preparation are widely available without a law license — that's the category Corply operates in. The unauthorized-practice line is individualized legal judgment: advice about what you specifically should do. Anything that crosses into that territory gets routed to a licensed attorney, not answered by software.
- Why can't the agent just solve the CAPTCHA or click through the Delaware portal?
- Because the portal's terms prohibit it. Delaware's name-reservation portal warns that automated tools may result in suspension of access, and a CAPTCHA is by definition a request for a human. An agent that respects those controls stops and asks a person; one that defeats them is a liability.
- So what does the human actually have to do?
- Surprisingly little, in time terms: read and sign the documents, make the 83(b) decision, approve payments, complete bank and processor KYC, and — on the operator side — review and certify what gets filed with Delaware. Everything around those moments can be prepared, routed, and tracked by the agent.
This page is general education, not legal or tax advice, and reading it does not create an attorney–client relationship. Corply is operated by 0Lumen Labs Corp., is not a law firm, and routes questions that need individualized judgment to licensed professionals. Rules and fees change — verify current requirements with the State of Delaware, the IRS, or your counsel.