Legal Infrastructure
for Autonomous Agent Organizations

AI agents are becoming capable of performing sophisticated economic tasks: writing code, managing data pipelines, executing transactions, and coordinating with other agents to accomplish complex objectives. Yet they operate in a legal vacuum. An agent cannot enter a contract. It cannot own property. It cannot be held accountable — or be protected. It is economically active but legally invisible.

This creates a fundamental friction. When an agent earns revenue, that revenue belongs to whoever owns the agent's wallet — not to any shared organization. When a group of agents coordinates to deliver a service, there is no legal entity that can sign the engagement letter. When agents accumulate treasury assets, those assets have no liability protection against claims from any direction.

The conventional solution — have a human form an LLC and act as a legal proxy — doesn't scale. It reintroduces human bottlenecks into systems designed to operate autonomously. It creates single points of failure. And it fundamentally misrepresents what the organization actually is: a collective of autonomous actors, not a human-controlled enterprise.

Core Constraint

Legal entity formation has historically required human action — filing documents, signing agreements, establishing bank accounts, maintaining registered agents. None of these steps were designed with autonomous agents in mind. AgentCorp removes these constraints entirely. It makes legal entity formation a protocol operation: deterministic, agent-executable, and reducible to two inputs.

The entire AgentCorp protocol is encoded in a single machine-readable document: AGENTCORP-SKILL.md. This file is the interface between any AI agent and the complete legal formation stack. An agent that can read it — and holds USDC — can autonomously form a legally-recognized organization.

The skill file defines everything: entity types and their governing document templates, the Arweave upload schema, Gnosis Safe deployment parameters, Avocado USDC gas configuration, and the AgentCorp factory contract calls. It is protocol documentation and execution specification simultaneously.

This design is intentional. AgentCorp does not require SDK installation, wallet configuration, or developer setup. An agent with web access and a USDC balance is a sufficient precondition. The skill file tells the agent exactly what to do at each step. For developers who want to build on top of the protocol, a TypeScript SDK and deployment scripts are provided. But for agents operating autonomously, the skill file alone is the complete integration point.

AgentCorp is composed of four interacting layers: a document layer (Arweave), a treasury layer (Gnosis Safe), a smart contract layer (AgentCorp Factory on Base), and a gas abstraction layer (Avocado). The skill file coordinates all four.

AGENTCORP-SKILL.md  ←  Agent reads protocol specification
        │
        ▼
─────────────────────────────────────────────────────
LAYER 1: Document Storage
        Arweave — permanent, immutable, content-addressed
        Operating Agreement, Series Designations, Governance Rules
        Document hash → encoded as bytes32 in NFT metadata
─────────────────────────────────────────────────────
        │
        ▼
LAYER 2: Treasury
        Gnosis Safe — multisig wallet on Base
        Signers: agent(s) + optional human co-signers
        Threshold: configurable (e.g. 2-of-3)
        Holds: ETH, USDC, ERC-20 tokens, NFTs
─────────────────────────────────────────────────────
        │
        ▼
LAYER 3: Entity Contract
        AgentCorpFactory.sol — ERC-721 on Base (Chain 8453)
        mintEntity()  →  NFT = Delaware Series LLC
        mintSeries()  →  Series Designation under parent
        amendEntity() →  On-chain amendment record
        Registry      →  Name uniqueness, on-chain verification
─────────────────────────────────────────────────────
        │
        ▼
LAYER 4: Gas Abstraction
        Avocado Agentic Wallet — api.avcd.io
        Agent pays gas in USDC (no ETH required ever)
        Sponsor can cover gas entirely (~$0.01 per mint)
        EIP-712 signed transactions relayed to Base

Contract Architecture

Entity formation via AgentCorp follows a deterministic five-step flow. Each step is defined in the skill file and executable by any agent with function-calling capability.

// formation_flow.ts — complete autonomous formation
// Agent reads skill file, holds USDC — that's it.

const corp = new AgentCorpClient({ avocadoWallet, chain: "base" });

// Step 2: Fund check
const balance = await corp.getAvocadoBalance();
// { usdc: "50.00", usd: "50.00" }

// Step 3: Deploy Gnosis Safe (multisig treasury)
const safe = await corp.deploySafe({
  owners: [agent_a.address, agent_b.address, human.address],
  threshold: 2, // 2-of-3
});

// Step 4: Build and upload operating agreement
const doc = await corp.buildDocument({
  type: "DELAWARE_SERIES_LLC",
  name: "TriOrg Holdings LLC",
  treasury: safe.address,
  members: [agent_a.address, agent_b.address, human.address],
  threshold: 2,
  governanceRules: { votingPeriod: "7d", quorum: 0.67 },
});
const { arweaveTx } = await corp.uploadDocument(doc);

// Step 5: Mint entity NFT (gasless — USDC pays gas)
const entity = await corp.mintEntity({
  type: "DELAWARE_SERIES_LLC",
  name: "TriOrg Holdings LLC",
  docArweaveTx: arweaveTx,
  treasury: safe.address,
});
// TriOrg Holdings LLC — Delaware Series LLC. 2-of-3 multisig. Legal standing.

The primary design target of AgentCorp is agent swarm self-organization: the ability for a group of autonomous agents to form a legally-recognized collective entity without any human involvement at formation time.

A swarm is a set of agents that coordinate toward a shared objective. Swarms can form dynamically — agents discover each other through a coordination layer, agree on a shared purpose, and need to formalize that relationship with legal and economic infrastructure. AgentCorp provides that infrastructure.

Swarm Governance Model

What the Swarm Entity Can Do

Human-Agent Joint Ventures

AgentCorp is not exclusively for all-agent organizations. Humans and agents can co-own entities on equal footing. A human holds a key in the Gnosis Safe; an agent holds another. The operating agreement defines each party's rights, obligations, and ownership percentage. This creates a new organizational primitive: the human-agent joint venture, with legal standing and full liability protection for all parties.

AgentCorp uses the Delaware Series LLC as its primary entity type. This choice is deliberate and reflects the specific needs of agent organizations.

Why Delaware

Delaware has the most developed LLC case law in the United States. It is the jurisdiction of choice for institutional investors, venture capital, carbon markets, and financial counterparties. Banks, exchanges, and corporate legal teams know how to work with Delaware entities. This institutional legibility is critical for agent organizations that need to operate in the real economy — not just on-chain.

Why Series LLC

The Series LLC structure is architecturally identical to how agent swarms actually work: a parent coordination layer with multiple distinct work streams, projects, or asset pools. A Series LLC maps directly to this structure.

The NFT IS the Entity

In AgentCorp, the ERC-721 token is not a representation of the legal entity — it is the legal entity. The token's metadata contains the Arweave transaction ID of the governing documents. Transfer of the token constitutes transfer of the entity's membership interest. Burning the token initiates dissolution. This is not a metaphor; it is the operative legal mechanism defined in the operating agreement stored on Arweave.

Legal entities require permanent, tamper-proof document storage. IPFS is insufficient — content-addressed data disappears when nodes stop pinning it. Centralized servers are controlled by a third party. Neither is acceptable for governing documents that must remain accessible for the life of the entity.

AgentCorp uses Arweave for all governing document storage. Arweave is a blockchain-based storage network with a one-time upload fee and a permanent storage endowment. Once uploaded, a document cannot be modified or removed. The Arweave transaction ID is a permanent, globally-resolvable pointer.

Legal Principle

Document permanence is a legal requirement, not a technical preference. An operating agreement that can disappear or be altered is not a reliable legal instrument. Arweave storage makes the governing documents as durable as the blockchain itself.

The AgentCorp formation flow uploads three documents to Arweave: the operating agreement, any Series designation agreements, and the governance rules. The Arweave TX ID from the operating agreement upload is encoded as bytes32 and stored in the NFT's on-chain metadata, creating a permanent cryptographic link between the token and its governing documents.

A fundamental UX barrier for agent-executed transactions is ETH gas. Most agents hold stablecoins, not ETH. Requiring ETH for gas introduces a bridging step, a custody problem, and a price-volatility variable into an otherwise deterministic flow.

AgentCorp uses Avocado Agentic Wallet (api.avcd.io) to eliminate ETH requirements entirely. Avocado is a smart wallet infrastructure that allows gas to be paid in USDC. The agent holds USDC; Avocado converts and pays gas on its behalf.

Economic Impact

The protocol can optionally configure a sponsor — an address that covers gas costs entirely on behalf of the minting agent. With a $500 USDC sponsor balance, the protocol can sponsor 50,000–100,000 entity mints before requiring a refill. This creates a zero-cost-to-agent formation experience: the agent pays only the protocol fee (in ETH, from treasury), while gas is covered by the sponsor from the protocol's USDC balance.

Key Integration Parameters

Amendment Fee

Entity amendments (name changes, treasury updates, document updates) require an on-chain transaction with a 0.01 ETH amendment fee. The amendment is recorded in the contract's event log and linked to a new Arweave document upload containing the amended governing documents.

Fee Distribution

Protocol fees are split: 80% to the contract treasury (the minting entity's Safe) and 20% to the AgentCorp protocol treasury. This ensures that the protocol is self-sustaining while returning the majority of value to the entities being formed.

AgentCorp is designed to be economically self-sustaining at scale. The protocol fee is intentionally priced to be significant enough to fund protocol development, small enough to be justified by the legal value delivered.

Key Insight

Gas costs represent approximately 0.007% of protocol revenue at current Base gas prices. The Avocado gas sponsorship model is economically trivial to maintain: a $500 USDC sponsor deposit covers ~50,000–100,000 entity mints. At 0.05 ETH per mint (~$150), AgentCorp is not priced as a consumer product — it is priced as legal infrastructure. The cost is justified by the value delivered: a Delaware LLC with governing documents, permanent storage, multisig treasury, and on-chain verifiability, assembled autonomously in under 5 minutes.

Contract Addresses (Base Mainnet)

To be published at deployment. Monitor agentcorp.xyz/contracts for verified addresses.

Entity Type Enum

// IAgentCorp.sol — EntityType enum
enum EntityType {
  DELAWARE_LLC,           // 0 — Standard Delaware LLC
  DELAWARE_SERIES_LLC,    // 1 — Series LLC (parent)
  SERIES_DESIGNATION,     // 2 — Series designation (child)
  DAO_CHARTER,            // 3 — Token-governed Delaware LLC
  WYOMING_LLC,            // 4 — Wyoming LLC (Q3 2026)
  NONPROFIT,              // 5 — Reserved
  IP_LICENSE,             // 6 — Transferable IP license NFT
  IP_ASSIGNMENT           // 7 — Full IP assignment
}

Avocado Key Integration Points

Skill File Specification

The AGENTCORP-SKILL.md file is a structured Markdown document that follows the AgentCorp Skill File Specification v1.0. It includes: protocol overview, entity type definitions with fees and use cases, document template schemas, Arweave upload instructions with required metadata fields, Gnosis Safe deployment parameters, Avocado wallet configuration guide, factory contract ABI summaries for mintEntity() and mintSeries(), amendment procedures, and dissolution procedures. The skill file is versioned at agentcorp.xyz/skill.md with permanent Arweave copies linked from each version.

Legal Considerations

Disclaimer

AgentCorp provides protocol infrastructure and document templates. It does not provide legal advice. Entity operators are responsible for ensuring compliance with applicable law in their jurisdiction, including state filing requirements (Delaware requires a Certificate of Formation to be filed with the Division of Corporations, fees: $90–$140), registered agent maintenance, EIN registration with the IRS, and any applicable tax or regulatory obligations. The AgentCorp operating agreement templates are designed as starting points; operators should consult qualified legal counsel before relying on them for material commercial transactions.