---
title: "Advise on corporate duties under the law of the state of incorporation"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/map-directors-duties-and-related-party-issues-for-a-company-decision/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-T1-R5-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-09-23"
---

# Advise on corporate duties under the law of the state of incorporation

> Extract the proposed transaction steps and flag which state’s corporate code the lawyer must open.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/map-directors-duties-and-related-party-issues-for-a-company-decision/united-states  
Last reviewed: 2026-09-23

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | Extract the proposed transaction steps and flag which state’s corporate code the lawyer must open. |
| What the lawyer must review | Identify the state of incorporation and open its code (Delaware or another state) Verify every section cited Review generated advice independently, as Formal Opinion 512 requires |
| Written for | United States |
| Applies to | [Map directors' duties and related-party issues for a company decision](https://ailawframework.com/practice/commercial-and-corporate-advisory/map-directors-duties-and-related-party-issues-for-a-company-decision.md) |

## Checking plan

- What the AI does: Extract the proposed transaction steps and flag which state’s corporate code the lawyer must open.
- Basis: Checked against the linked sources on 23 September 2026. Confirm the current instrument before reliance.

## Notes

- Differs from Australia: duties come from the state of incorporation, not the Corporations Act.
- State law governs this work. Check the statutes, court rules and professional-conduct rules of the state where the matter is. Do not import an Australian statute, form or court AI practice note.

## Sources

- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-09-23)
- [ABA Model Rule 1.1, Comment 8](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/comment_on_rule_1_1/) (checked 2026-09-23)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*