May a Minor Form a Corporation?

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 [see below], Minnesota, Mississippi [see below], Missouri, Nebraska [see below], New Hampshire [see below], New Jersey, New York, North Carolina [see below], North Dakota, Oregon, Pennsylvania, South Carolina [see below], South Dakota [see below], Tennessee [see below], Texas, Utah, Vermont, Washington [see below], West Virginia [see below], Wisconsin [see below], Wyoming [see below], and the District of Columbia [see below].

As I come across updates to this list (i.e., states that now allow minors to form corporations), I will post them here. States that still have a majority requirement are in bold above. Please note that the statutes, below, that are numbered “201”, “2.01” or similarly, 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.
• Massachusetts General Laws Part I, Title XXII, Chapter 156D, Section 2.01 states that “[o]ne or more persons may act as the incorporator or incorporators of a corporation”; Section 1.40 states that ”person” includes an individual (no age requirement) and an entity.
• Mississippi Code Section 79-4-2.01 states that “[o]ne or more persons may act as the incorporator or incorporators of a corporation”; Section 79-4-1.40 states that ”person” includes an individual (no age requirement) and an entity.
• Nebraska Revised Statute 21-219 states “(MBCA 2.01) One or more persons may act as the incorporator or incorporators of a corporation….” Revised Statute 21-214(37) states “Person [no age requirement] includes an individual and an entity.”
• New Hampshire Title XXVII, Section 293-A:2.01 states that “[o]ne or more persons may act as the incorporator or incorporators”; Section 293-A:1.40(16) states that “person” includes an individual (no age requirement) and an entity.
• North Carolina General Statutes Section 55-2-01 states that “[o]ne or more persons may act as the incorporator or incorporators”; Section 55-1-40(16) states that “person” includes an individual (no age requirement) and an entity.
• South Carolina Code of Laws Section 33-2-101 states that “[a]ny person may act as the incorporator of a corporation”; Section 33-1-400(20) states that “person” includes an individual (no age requirement) and an entity.
• South Dakota Codified Laws Section 47-1A-201 states that “[o]ne or more persons may act as the incorporator or incorporators”; Section 47-1A-140(28) states that “person” includes an individual (no age requirement) and an entity.
• Tennessee Code Section 48-12-101 states that ‘[o]ne (1) or more persons may act as the incorporator or incorporators”; Section 48-11-201(33) states that “person” includes an individual (no age requirement) and an entity.
• Revised Code of Washington Section 23B.02.010 states that “[o]ne or more persons may act as the incorporator or incorporators”; Section 1.16.080(1) states that “‘person’ may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual [no age requirement].”
• West Virginia Code Section 31D-2-201 states that “[o]ne or more persons may act as the incorporator or incorporators”; Section 31D-1-150(13) states that “person” includes, but is not limited to, an individual (no age requirement) and an entity.
• Wisconsin Statutes Section 180.0201 states that “[o]ne or more persons may act as the incorporator or incorporators”; Section 180.0103(11m) states that “person” includes an individual (no age requirement) and an entity.
• Wyoming Statutes Section 17-16-201 states that “[o]ne (1) or more persons may act as the incorporator or incorporators”; Section 17-16-140(xxvii) states that “‘[p]erson’ includes an individual, partnership, joint venture, corporation, joint stock company, limited liability company or any other association or entity, public or private.”
• Code of the District of Columbia Section 29-302.01 states that “[o]ne or more persons may act as the incorporator or incorporators”;  Section 29-101.02(34) states that “‘[p]erson’ means an individual [no age requirement], estate, business or nonprofit entity, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal 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.

Related posts:

• May a Minor Form an LLC?
• 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.