Sec. 33-647. General powers.
Sec. 33-647. General powers. Unless its certificate of incorporation provides
otherwise, every corporation has perpetual duration and succession in its corporate name
and has the same powers as an individual to do all things necessary or convenient to
carry out its business and affairs, including without limitation power:
(1) To sue and be sued, complain and defend in its corporate name;
(2) To 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;
(3) To make and amend bylaws, not inconsistent with its certificate of incorporation
or with the laws of this state, for managing the business and regulating the affairs of the
corporation;
(4) To 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;
(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all
or any part of its property;
(6) To 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;
(7) To 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;
(8) To lend money, invest and reinvest its funds, and receive and hold real and
personal property as security for repayment;
(9) To be a promoter, partner, member, associate or manager of any partnership,
joint venture, trust or other entity;
(10) To conduct its business, locate offices and exercise the powers granted by
sections 33-600 to 33-998, inclusive, within or without this state;
(11) To elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and lend them money and credit;
(12) To 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;
(13) To make donations for the public welfare or for charitable, scientific or educational purposes;
(14) To transact any lawful business that will aid government policy; and
(15) To make payments or donations, or do any other act, not inconsistent with law,
that furthers the business and affairs of the corporation.
(P.A. 94-186, S. 29, 215; P.A. 96-271, S. 24, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of
incorporation where appearing, effective January 1, 1997.
Annotations to former sections 33-16, 33-17, 33-18 and 33-63:
Conveyance of lands. 7 C. 214; 8 C. 192; 30 C. 94. Implied powers. 65 C. 346; 83 C. 613. Right of manufacturing
company to hold stock of another. 65 C. 336. Ultra vires acts and their effect. Id., 346; 69 C. 527; 87 C. 189. Power to
lease plant. 69 C. 521; 73 C. 517. Right to sue for false representations made before organization completed. 71 C. 1; 88
C. 233. Powers of de facto corporation. 72 C. 58; 81 C. 466. Grant to one corporation of right to accept lease from another
implies power in that other to make lease. 73 C. 179. Right to pay for services in organizing. Id., 626. Limitation on amount
of property to be held and its increase to enable gift to be accepted. 74 C. 586. Right of railroad company to acquire lands.
81 C. 470. Cannot pay transfer agent for transferring majority stock to voting trust. 82 C. 178. Previous maladministration
does not destroy right to accept property. Id., 188. Though it has legal title to property, it may agree to pay one lawfully
entitled to such payment. Id., 224. Liability to suit on implied contract. Id., 280; 85 C. 504; 87 C. 1. Right to incur expense
to secure advantageous legislation. 84 C. 278. Right to make note; accommodation note. 85 C. 147. Right to issue stock
in payment for services rendered to it. 92 C. 273. Under common law, corporation may act as administrator or executor.
Id., 653. Effect of ultra vires contract for loan of money. 93 C. 136. To prevent fraud, instrument in name of officer may
be treated as that of corporation. Id., 633. See note to Sec. 33-295. Corporation may issue bonds on such terms as it can
secure; ratification of pledge by corporation in renewing note secured by pledge. 97 C. 588. Purchaser from pledgee may
enforce for face value. Id., 589. Cited. 124 C. 155. Statute does not purport to authorize corporation to enter upon business
other than that stated in its charter. Id., 443.
Subsec. (e)(1). Corporation organized for insurance and brokerage business has no power to subscribe for stock of
savings bank and building association. 24 C. 159. Transfer of all property to another corporation in return for stock is ultra
vires. 65 C. 336; 68 C. 31; 82 C. 417. Purpose of act was to change common law rule that sale of all property of solvent
corporation was ultra vires. 116 C. 628.
Subsec. (e)(5). Affirms common law rule. 113 C. 644.
Former section 33-16 cited. 153 C. 527.
Courts will not, as a rule, interfere with the internal management of a private corporation. 21 CS 55.
Annotations to former section 33-291:
Section empowers corporations to hold and transfer property, but does not affect scope of officers' authority. 164 C. 389.
Subsec. (c):
Cited. 238 C. 183.