Can corporate officers, such as the CEO, legally be non-human? Or is there a legal requirement that they be human? For example, could a dog or an AI legally serve as CEO?

This question is relevant to:

and to:

Elon Musk: 'My dog is the CEO of Twitter' (BBC) (Yes, clearly it's a joke, but there's an ongoing discussion now about whether this joke could become real.)

Resolution

Resolves YES if a non-human can legally be CEO of a Delaware corporation. Resolves NO if not.

• Resolves based on current law and case law as of April 14, 2023. I.e. this question asks whether a non-human could legally be CEO now. If a hypothetical advanced AI could legally be CEO now, that counts as YES. But if the law changes in 10 years to allow AIs to be CEO at that point in time, that doesn't count for this question.

If the answer is clear, based on discussion and analysis in the comments here, resolves as above.

If it is not clear, then resolution will proceed by the following procedure:

• We (myself and any other interested market participants) will make a best effort to find information to answer the question, possibly by asking a lawyer or other expert to answer the question.

• After enough time has passed without much new progress (roughly a couple weeks), I will conduct a poll asking users whether they believe the answer is YES or NO, and resolve to the proportion of YES votes. The poll will require responses to be honest. At my discretion, I may restrict the poll to badged users or to users who do not have a stake in the market.

Context

https://www.law.cornell.edu/wex/corporate_officers

Additionally, the corporate officers have a plethora of different rules and obligations related to the company. Again, these duties will depend on any applicable state or federal law, case law. For instance, corporate officers are generally considered fiduciaries. In short, this means there are three main duties that corporate officers take on: a duty of care, duty of loyalty, and duty of good faith. 

This suggests that there is a legal requirement that corporate officers are human, because a non-human presumably cannot legally fulfill those requirements, today.

Note: I chose to ask about Delaware corporations because most US corporations are incorporated in Delaware. I am aware that Elon Musk's X corporation is a Nevada corporation. If you find out that the answer is different in Delaware vs Nevada, that would be very interesting, so please comment about it!

Summary of analysis in the comments

• Radicalia points out that Delaware law says that Delaware directors have to be “natural persons” but that officers have to be just “persons.” https://danashultz.com/2016/11/01/corporate-officers-need-not-human-beings/. "So, although I have never seen this, in these states a legal entity, represented by one of its authorized officers, could serve as an officer of a corporation." This suggests that CEO, who is typically an officer, does not need to be a human, at least to fulfill this part of the law (perhaps other parts of the law do require them to be human). (Note: it is not clear whether the CEO is required to be an officer.)

  • A court would usually think that this use of different terms is intentional.

  • There are clear cases in which other non-natural persons can hold business offices, such as the GP role in a limited partnership

• Mira and I both point out that there are several legal obligations that corporate officers must fulfill. For example, corporate officers are generally considered fiduciaries and have a duty of care, duty of loyalty, and duty of good faith.  It seems likely that non-humans are not legally capable of fulfilling these obligations. (Again, it is not clear whether the CEO is required to be an officer.)

• Mira points out that if it's a public company, SOX would apply and requires a designated CEO and CFO to submit documents to the SEC. So the role would be uniquely defined, and the SEC wouldn't accept a signature from a dog. However, this question isn't just about public companies - it should resolve YES if a private company can have a non-human CEO, even if a public company can't. So the SOX argument by itself isn't sufficient to resolve the question, but the other legal obligations mentioned above might still require human personhood.