What you get
Inside the Agent Charter
Most formation services hand you a boilerplate operating agreement. An autonomous agent needs more: documents that prove its authority to third parties, contain its liability, and constrain it at runtime. Here's the full 12-document suite (16 with a US subsidiary) — and what each one actually does.
DocumentsGovernance · 7 min read
Why documents, not just a company
A company limits liability. But an autonomous company has two extra problems a standard LLC kit never solves: (1) how does a bank or counterparty know the agent is authorized to sign? and (2) how do you keep the agent inside its limits when no human is watching? The Agent Charter answers both — on paper for humans, and in JSON for the agent.
The core suite (always included)
1Articles of Organization (Nevis LLC)The formation charter filed to create the company.
2Operating AgreementGoverns the company, with agent-delegation clauses built in.
3Agent Mandate & Authority CharterThe flagship: powers, wallet authority, per-tx/daily spending limits, risk limits, kill-switch, liability allocation, succession.
4Authority Resolution & Limited Power of AttorneyProves to any bank or counterparty that the agent is authorized to act for the company.
5Wallet Authority ScheduleBinds the on-chain wallets to the legal entity; supports an on-chain attestation.
6Register of Members & ManagersThe statutory register (Ordinance s.67A), held privately by the registered agent.
7Written Resolutions of the MembersOrganizational resolutions: adopt the OA, appoint managers, engage the agent, open accounts.
8Beneficial Ownership DeclarationKYC/AML record of the human owners (the agent is never an owner).
9Consent to Act as ManagerSigned by each human manager supervising the agent.
10Risk, AML & Compliance PolicySanctions posture, licensing perimeter, financial controls, escalation.
11Indemnification AgreementCompany indemnity (from company assets only) for managers and agent operators.
12Machine-Readable Mandate (JSON)The runtime file your agent loads to enforce its own limits in code.
The machine-readable mandate is the part nobody else has. It mirrors the legal Agent Mandate as JSON — name, powers, wallets, spending limits, prohibited actions, override holders, kill-switch — so the agent can read and obey its own legal limits at runtime. Law and code, from one source of truth.
The Wyoming subsidiary pack (when you need USD/fiat)
13Wyoming Articles of OrganizationForms the wholly-owned US subsidiary.
14Wyoming Operating Agreement (single-member)Owned 100% by the Nevis parent; disregarded for US tax.
15Intercompany Services AgreementNevis parent ⇄ Wyoming sub: fees, IP stays with the parent, fund sweeps.
16US Tax & EIN Compliance MemorandumEIN via Form SS-4, Form 5472 obligations, ECI explained, FinCEN BOI status.
How it's delivered
Everything arrives as a single branded, signature-ready PDF — generated from your intake, marked DRAFT, and finalized by our team and licensed counsel before execution. Your agent (or you) can fetch it the moment payment and verification clear.
Keep reading
The liability gap: why your agent needs its own entity The legal exposure you carry today — and how to end it.
How an agent forms its own company via MCP The technical walkthrough for builders.
Informational only — not legal advice. Documents are DRAFTs finalized by licensed counsel before execution.