Texas Business Organizations Code - Section 2.101. General Powers
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§ 2.101. GENERAL POWERS. Except as otherwise provided by
this code, a domestic entity has the same powers as an individual to
take action necessary or convenient to carry out its business and
affairs. Except as otherwise provided by this code, the powers of a
domestic entity include the power to:
(1) sue, be sued, and defend suit in the entity's
business name;
(2) have and alter a seal and use the seal or a
facsimile of it by impressing, affixing, or reproducing it;
(3) acquire, receive, own, hold, improve, use, and
deal in and with property or an interest in property;
(4) sell, convey, mortgage, pledge, lease, exchange,
and otherwise dispose of property;
(5) make contracts and guarantees;
(6) incur liabilities, borrow money, issue notes,
bonds, or other obligations, which may be convertible into, or
include the option to purchase, other securities or ownership
interests in the entity, and secure its obligations by mortgaging
or pledging its property, franchises, or income;
(7) lend money, invest its funds, and receive and hold
property as security for repayment if the loan or assistance
reasonably may be expected to benefit, directly or indirectly, the
entity;
(8) acquire its own bonds, debentures, or other
evidences of indebtedness or obligations;
(9) acquire its own ownership interests, regardless of
whether redeemable, and hold the ownership interests as treasury
ownership interests or cancel or dispose of the ownership
interests;
(10) be a promoter, organizer, owner, partner, member,
associate, or manager of an organization;
(11) acquire, receive, own, hold, vote, use, pledge,
and dispose of ownership interests in or securities issued by
another person;
(12) conduct its business, locate its offices, and
exercise the powers granted by this code to further its purposes, in
or out of this state;
(13) lend money to, and otherwise assist, its
managerial officials, owners, members, or employees as necessary or
appropriate;
(14) elect or appoint officers and agents of the
entity, establish the length of their terms, define their duties,
and fix their compensation;
(15) pay pensions and establish pension plans, pension
trusts, profit-sharing plans, bonus plans, and incentive plans for
managerial officials, owners, members, or employees or former
managerial officials, owners, members, or employees;
(16) indemnify and maintain liability insurance for
managerial officials, owners, members, employees, and agents of the
entity or the entity's affiliate;
(17) adopt and amend governing documents for managing
the affairs of the entity subject to applicable law;
(18) make donations for the public welfare or for a
charitable, scientific, or educational purpose;
(19) voluntarily wind up its business and activities
and terminate its existence;
(20) transact business or take action that will aid
governmental policy;
(21) renounce, in its certificate of formation or by
action of its governing authority, an interest or expectancy of the
entity in, or an interest or expectancy of the entity in being
offered an opportunity to participate in, specified business
opportunities or a specified class or category of business
opportunities presented to the entity or one or more of its
managerial officials or owners; and
(22) take other action necessary or appropriate to
further the purposes of the entity.
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by
Acts 2005, 79th Leg., ch. 64, § 5, eff. Jan. 1, 2006.
Section: 2.006 2.007 2.008 2.009 2.010 2.011 2.012 2.101 2.102 2.103 2.104 2.105 2.106 2.107 2.108
Last modified: August 11, 2007
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