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May a Minor Form a Corporation?

Logo for Quora, where Dana Shultz addressed "May a minor form a corporation?"

This post asking may a minor form a corporation 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 a minor may form a corporation (i.e., act as an incorporator).

For example, Michigan, according to a 1981 Attorney General opinion, does not permit a minor to 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.

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 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 things does not include forming corporations.

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Dana H. Shultz, Attorney at Law  +1 510 547-0545  dana [at] danashultz [dot] com
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