Kentucky Statutes 271B.3-020 – General powers
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(1) Unless its articles of incorporation provide otherwise, every corporation shall have perpetual duration and succession in its corporate name and shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to:
(a) Sue and be sued, complain and defend in its corporate name;
(b) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(c) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(d) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(e) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(f) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
(g) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(h) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(i) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(j) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;
(k) Elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(l) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(m) Make donations for the public welfare or for charitable, scientific, or educational purposes;
(n) Transact any lawful business that will aid governmental policy; and
(o) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
(2) Notwithstanding the provisions of subsection (1)(b) of this section, the presence or absence of a corporate seal on or from a writing shall neither add to nor detract from the legality thereof nor affect its validity in any manner or respect.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 23, effective January 1, 1989.
(a) Sue and be sued, complain and defend in its corporate name;
Terms Used In Kentucky Statutes 271B.3-020
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Entity: includes a domestic or foreign corporation. See Kentucky Statutes 271B.1-400
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Individual: means a natural person and includes the estate of an incompetent or deceased individual. See Kentucky Statutes 271B.1-400
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Personal property: All property that is not real property.
- Share: means the unit into which the proprietary interests in a corporation are divided. See Kentucky Statutes 271B.1-400
- State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
(b) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(c) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(d) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(e) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(f) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
(g) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(h) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(i) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(j) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;
(k) Elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(l) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(m) Make donations for the public welfare or for charitable, scientific, or educational purposes;
(n) Transact any lawful business that will aid governmental policy; and
(o) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
(2) Notwithstanding the provisions of subsection (1)(b) of this section, the presence or absence of a corporate seal on or from a writing shall neither add to nor detract from the legality thereof nor affect its validity in any manner or respect.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 23, effective January 1, 1989.