Texas Business Corporation Act - Article 2.02. General Powers
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Art. 2.02. General Powers
A. Subject to the provisions of Sections B and C of this Article,
each corporation shall have power:
(1) To have perpetual succession by its corporate name unless a
limited period of duration is stated in its articles of
incorporation. Notwithstanding the articles of incorporation, the
period of duration for any corporation incorporated before
September 6, 1955, is perpetual if all fees and franchise taxes have
been paid as provided by law.
(2) To sue and be sued, complain and defend, in its corporate name.
(3) To have a corporate seal which may be altered at pleasure, and
to use the same by causing it, or a facsimile thereof, to be
impressed on, affixed to, or in any manner reproduced upon,
instruments of any nature required to be executed by its proper
officers.
(4) To purchase, receive, lease, or otherwise acquire, own, hold,
improve, use and otherwise deal in and with, real or personal
property, or any interest therein, wherever situated, as the
purposes of the corporation shall require.
(5) To sell, convey, mortgage, pledge, lease, exchange, transfer
and otherwise dispose of all or any part of its property and assets.
(6) To lend money to, and otherwise assist, its employees,
officers, and directors if such a loan or assistance reasonably may
be expected to benefit, directly or indirectly, the lending or
assisting corporation.
(7) To purchase, receive, subscribe for, or otherwise acquire, own,
hold, vote, use, employ, mortgage, lend, pledge, sell or otherwise
dispose of, and otherwise use and deal in and with, shares or other
interests in, or obligations of, other domestic or foreign
corporations, associations, partnerships, or individuals, or
direct or indirect obligations of the United States or of any other
government, state, territory, government district, or
municipality, or of any instrumentality thereof.
(8) To purchase or otherwise acquire its own bonds, debentures, or
other evidences of its indebtedness or obligations; to purchase or
otherwise acquire its own unredeemable shares and hold those
acquired shares as treasury shares or cancel or otherwise dispose
of those acquired shares; and to redeem or purchase shares made
redeemable by the provisions of its articles of incorporation.
(9) To make contracts and incur liabilities, borrow money at such
rates of interest as the corporation may determine, issue its
notes, bonds, and other obligations, and secure any of its
obligations by mortgage or pledge of all or any of its property,
franchises, and income.
(10) To lend money for its corporate purposes, invest and reinvest
its funds, and take and hold real and personal property as security
for the payment of funds so loaned or invested.
(11) To conduct its business, carry on its operations, and have
offices and exercise the powers granted by this Act, within or
without this State.
(12) To elect or appoint officers and agents of the corporation for
such period of time as the corporation may determine, and define
their duties and fix their compensation.
(13) To make and alter bylaws, not inconsistent with its articles of
incorporation or with the laws of this State, for the
administration and regulation of the affairs of the corporation.
(14) To make donations for the public welfare or for charitable,
scientific, or educational purposes.
(15) To transact any lawful business which the board of directors
shall find will be in aid of government policy.
(16) To indemnify directors, officers, employees, and agents of the
corporation and to purchase and maintain liability insurance for
those persons.
(17) To pay pensions and establish pension plans, pension trusts,
profit sharing plans, stock bonus plans, and other incentive plans
for any or all of, or any class or classes of, its directors,
officers, or employees.
(18) To be an organizer, partner, member, associate, or manager of
any partnership, joint venture, or other enterprise, and to the
extent permitted by any other jurisdiction to be an incorporator of
any other corporation of any type or kind.
(19) To cease its corporate activities and terminate its existence
by voluntary dissolution.
(20) To renounce, in its articles of incorporation or by action of
its board of directors, an interest or expectancy of the
corporation in, or an interest or expectancy of the corporation in
being offered an opportunity to participate in, specified business
opportunities or specified classes or categories of business
opportunities that are presented to the corporation or one or more
of its officers, directors, or shareholders.
(21) Whether included in the foregoing or not, to have and exercise
all powers necessary or appropriate to effect any or all of the
purposes for which the corporation is organized.
B. Nothing in this Article grants any authority to officers or
directors of a corporation for the exercise of any of the foregoing
powers, inconsistent with limitations on any of the same which may
be expressly set forth in this Act or in the articles of
incorporation or in any other laws of this State. Authority of
officers and directors to act beyond the scope of the purpose or
purposes of a corporation is not granted by any provision of this
Article.
C. Nothing contained in this Article shall be deemed to authorize
any action in violation of the Anti-Trust Laws of this State, as now
existing or hereafter amended.
Acts 1955, 64th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by
Acts 1967, 60th Leg., p. 1718, ch. 657, Sec. 2, eff. June 17, 1967;
Acts 1973, 63rd Leg., p. 1486, ch. 545, Sec. 3, eff. Aug. 27, 1973;
Acts 1979, 66th Leg., p. 175, ch. 96, Sec. 2, eff. May 2, 1979; Acts
1983, 68th Leg., p. 3140, ch. 540, Sec. 1, eff. Aug. 29, 1983; Acts
1987, 70th Leg., ch. 93, Sec. 2, eff. Aug. 31, 1987; Acts 1987, 70th
Leg., ch. 93, Sec. 2, eff. Aug. 31, 1987; Acts 1993, 73rd Leg., ch.
215, Sec. 2.02, eff. Sept. 1, 1993.
Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 2, eff. Sept.
1, 2003.
Article: 1.01 1.02 2.01 2.02 2.02-1 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.10-1 2.11 2.12
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Last modified: August 10, 2007
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