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May a Minor Form a Corporation?

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This post is based on my answer to a Quora question: Can a little kid register a company in United States?

Answer: States differ as to whether minors may act as incorporators.

For example, Michigan, according to a 1981 Attorney General opinion, does not permit minor incorporators. A footnote in that opinion lists 31 other jurisdictions whose incorporation statutes (as of that time) variously require that incorporators either be at least 18 years old or have the capacity to contract.

Those jurisdictions are Alaska, Arkansas, Arizona, Colorado, Georgia, Illinois, Louisiana, Maine, Maryland, Massachusetts, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Jersey, New York, North Carolina, North Dakota, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Washington, West Virginia, Wisconsin, Wyoming, and the District of Columbia.

On the other hand, Delaware, the state that matters the most in incorporation, appears to allow minor incorporators. Delaware General Corporation Law Section 101 states that any “person” may organize a corporation. Delaware Code Section 302 has separate definitions for “person” and “adult [person]“; “adult” was not used in DGCL Section 101.

Similarly, California appears to allow minor incorporators. Corporations Code Section 200 states that “natural persons” may form corporations. While Family Code Section 6701 precludes minors from doing certain things, that list of things does not include forming corporations.

Related post: Contracts with Minors can Lead to Major Problems

Dana H. Shultz, Attorney at Law  +1 510 547-0545  dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.

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