Law Stack Exchange is a question and answer site for legal professionals, students, and others with experience or interest in law. It only takes a minute to sign up.
Sign up to join this community
I am a minor and my mother would be signing both the incorporation documents, I am under the impression there is no problem there as she would have no role.
Since she signed these documents, does she hold any additional duties or responsibilities as a result of that signature? How can she relinquish those responsibilities?
Running a C-Corp is no easy matter, I would suggest first you look very hard at why you want to do a C-Corp vs an LLC with an S-Corp election. There is a lot of documentation/formalities that if not followed allow somebody to "pierce the veil" and bind the principals legally. You also miss out on tax savings opportunities with recent legislation and subject yourself to double taxation, which is beyond the scope of this question. Think carefully.
To answer your question, the person who signs the documents is the founder/former of the corporation. You can file paperwork to remove that person from the corporation, however in your case I would not do that, and here's why...
One of your principal shareholders will be a minor. A minor cannot be held to the same contract standards as majority adults. This means that many organizations that would otherwise gladly do business with you (like a bank account) will immediately turn away. You need an adult to bind the company and all the principals should be legal adults. You cannot allow your minor business partner to be part of any contract or a party to a signatory on a contract.
Yes, a minor can hold "shares" of a corporation, but they are severely limited in that they carry no voting rights. They do give the holder dividends, but there are tax implications there too that the corporation needs to be careful of.
You will need to disclose that your business partner is a minor in your dealings, not doing so can open you up to all kinds of trouble. That alone is enough to make many organizations walk away. I would suggest that you keep all your principals as majority adults and draft documents that transfer the shares to the minor upon the age of majority.
