This post asking may a minor form a corporation is based on my answer to a Quora question. Please see Can a little kid register a company in United States?
Answer: States differ as to whether they let a minor form a corporation (i.e., whether a minor can act as an incorporator).
For example, Michigan, according to a 1981 Attorney General opinion, does not let a minor form a corporation. 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. As of the date of that opinion, those jurisdiction were:
Alaska, Arkansas, Arizona [see update below], Colorado, Georgia [see below], Illinois, Louisiana, Maine [see below], 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.
As I come across updates to this list (i.e., states that now allow minors to form corporations), I will post them here. Please note that the statutes, below, that are numbered “201”, and the associated definitions that do not exclude minors as incorporators, reflect adoption (with revisions) of the Model Business Corporations Act by the applicable state.
- Arizona Revised Statutes Section 10-201 states that “[o]ne or more persons may act as the incorporator or incorporators of a corporation”; Section 10-140.37 states that “person” means an individual (no age requirement) or an entity.
- Georgia Code Section 14-2-201 states that “[o]ne or more persons may act as the incorporator or incorporators of a corporation”; Section 14-2-140(21) states that “person” includes an individual (no age requirement) and an entity.
- Maine Revised Statutes Title 13-C Section 201 states that “[o]ne or more persons may serve as the incorporator or incorporators of a corporation”; Section 102.28 states that “person” includes an individual (no age requirement) and an entity.
On the other hand, Delaware, the state that matters the most in incorporation, appears to allow a minor to form a corporation. 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 a minor to form a corporation. 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 precluded things does not include forming a corporation.
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.