Can a minor serve as a registered agent for a company in Massachusetts?
tl;dr It seems like a bad idea. Massachusetts's statutes don't seem to expressly prohibit it—and I didn't find any Massachusetts cases where the registered agent's age was at issue. But registered agents have some fiduciary duties, and the agent has to have the capacity to receive all forms of legal process.
Some possible roadblocks are:
- "minor" is a broad term that courts don't seem to have interpreted in the context of registered agents, and
- each form of legal process sets its own requirements.
First, the term "minor" encompasses extremes: a 1 year old doesn't have the capacity to receive and forward legal process to the intended party, but a 16 year old might. Some jurisdictions recognize a "suitable age and discretion" rule, though it hasn't been extended to the context of registered agents. See, e.g., Fed. R. of Civ. Proc. 4(e)(2)(B). Massachusetts isn't one of those jurisdictions. See Mass. R. Civ. Pro. 4(d)(1).
In the broader law of agency, minors do have the capacity to serve as "agents"—though their ability to affect the legal relations of the principal is limited. For example, the enforceability of minors' contracts is an issue, and minors can't enter into durable powers of attorney or serve as trustees. See Restatement (Third) of Agency § 3.04. The problems associated with appointing a minor as an agent in Massachusetts are longstanding. In Commonwealth v. O'Leary, 143 Mass. 95 (1886), a mother had her minor daughter enter into a contract of sale for alcohol for the mother's use. While the court recognized the daughter as the mother's agent, it still characterized the transaction as an illegal sale "to" a minor.
In the case of a registered agent, the primary action Massachusetts expects of the agent is the receipt and forwarding of the principal's legal correspondence. Courts have found that this creates a fiduciary duty on the registered agent's part. See Int'l Envtl. Mgmt. v. United Corporate Servs., 858 F.3d 1121 (8th Cir. 2017). This makes sense because the service of process satisfies constitutional requirements embodied in the Due Process clause. So in predicting whether a court would extend the "suitable age and discretion" rule to registered agents (or even needs to), it would likely consider that the agent has fiduciary duties, albeit more limited than those of a typical trustee.
Second, Mass. Gen. Laws ch. 156B § 49 governs corporations and requires that the agent be capable of receiving "all lawful processes in any action or proceeding". When the agent is an individual (as opposed to a company), that person must be a resident of Massachusetts and have a "business address in the commonwealth". Mass. Gen. Laws 156C § 5 governs the process for LLCs, and Mass Gen. Laws 156D § 15.07 details it for non-Massachusetts companies.
Massachusetts's statutes don't expressly prohibit minors from serving as registered agents, but the agent must have the capacity to receive all forms of lawful process. Thus if some lawful process requires delivery to an adult, the minor wouldn't be capable of receiving it.