(a)Every corporation has the capacity to act that
is possessed by natural persons, but has the authority to perform only
those acts that are necessary, convenient, or expedient to accomplish
the purposes for which it is formed and that are not repugnant to law.
(b)Subject to any limitations or restrictions imposed by law or the
articles of incorporation, each corporation has the following general
rights, privileges, and powers:
(1)To continue as a corporation, under its corporate name, for the
period set forth in its articles of incorporation.
(2)To sue and be sued in its corporate name.
(3)To have a corporate seal and to alter the same at pleasure.
(4)To acquire, own, hold, lease, mortgage, pledge, convey, or
otherwise dispose of property, real and personal, tangible and
intangible.
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(a) Every corporation has the capacity to act that
is possessed by natural persons, but has the authority to perform only
those acts that are necessary, convenient, or expedient to accomplish
the purposes for which it is formed and that are not repugnant to law.
(b) Subject to any limitations or restrictions imposed by law or the
articles of incorporation, each corporation has the following general
rights, privileges, and powers:
(1) To continue as a corporation, under its corporate name, for the
period set forth in its articles of incorporation.
(2) To sue and be sued in its corporate name.
(3) To have a corporate seal and to alter the same at pleasure.
(4) To acquire, own, hold, lease, mortgage, pledge, convey, or
otherwise dispose of property, real and personal, tangible and
intangible.
(5) To acquire, subscribe for, own, hold, vote, mortgage, lend,
pledge, convey, or otherwise dispose of, and to guarantee or
otherwise deal in and with, shares or other interests in, or
obligations of, any entity, including itself, except as otherwise
prohibited or limited by this article.
(6) To be a promoter, partner, member, associate, or manager of
any partnership, joint venture, trust, or other entity.
(7) To borrow money, and to issue its notes or debentures to
evidence such borrowings, but any debentures so issued shall be
subordinate to the rights of policyholders, members, or creditors
of such corporations.
(8) To conduct business in this state and elsewhere; to have one
(1) or more offices out of this state; to acquire, own, hold and use,
and to lease, mortgage, pledge, sell, convey, or otherwise dispose
of property, real and personal, tangible and intangible, out of this
state.
(9) To appoint such officers and agents as the business of the
corporation may require, and to define their duties and fix their
compensation.
(10) To lend money, invest and reinvest its funds, and receive and
hold real estate and personal property as security for repayment,
except as otherwise limited in this title.
(11) To pay pensions and establish and administer pension plans,
pension trusts, profit sharing plans, share bonus plans, share
option plans, welfare plans, qualified and nonqualified retirement
plans, and benefit or incentive plans for any or all of its current or
former directors, officers, employees, and agents.
(12) To make donations for the public welfare or for charitable,
scientific, or education purposes.
(13) To make bylaws for the government and regulation of its
affairs.
(14) To cease doing business and to dissolve and surrender its
corporate franchise and authority and license to transact an
insurance business in this state.
(15) To do all acts and things necessary, convenient, or expedient
to carry out the purposes for which it is formed.
(16) To become a member of any federal home loan bank; to
purchase stock in a federal home loan bank, to borrow money or
obtain advances from any such bank and to transfer, assign, and
pledge property to or with such bank as security for the payment
of such loans or advances, to do and perform all acts required of
members of a federal home loan bank, and to possess and exercise
all rights, powers, and privileges conferred upon such members
under the provisions of the act of Congress entitled Federal Home
Loan Bank Act.
(c) No corporation shall, by any implication or construction, be
deemed to possess the power of carrying on the business of receiving
deposits of money, bullion, or foreign coins, or receiving deposits of
securities or other personal property from any person or corporation or
acting as a safe deposit company, or of issuing bills, notes, or other
evidences of debt for circulation as money.
(d) A corporation that is a stock company may establish one (1) or
more procedures by which it regulates transactions that would, when
consummated, result in a change of control of such corporation.
(e) For purposes of this section "control" means:
(1) for any corporation having one hundred (100) or more
shareholders, the beneficial ownership, or the direct or indirect
power to direct the voting, of no less than ten percent (10%) of the
voting shares of a corporation's outstanding voting shares; or
(2) for any corporation having fewer than one hundred (100)
shareholders, the beneficial ownership, or the direct or indirect
power to direct the voting, of no less than fifty percent (50%) of
the voting shares of the corporation's outstanding voting shares.
(f) A procedure established under this section may be adopted:
(1) in a corporation's original articles of incorporation or bylaws;
(2) by amending the articles of incorporation; or
(3) notwithstanding that a vote of the shareholders would
otherwise be required by any other provision of this article or the
articles of incorporation for the adoption or implementation of all
or any portion of the procedure, by amending the bylaws.
Formerly: Acts 1935, c.162, s.80; Acts 1939, c.63, s.1; Acts
1973, P.L.271, SEC.1. As amended by P.L.266-1987, SEC.1;
P.L.136-2018, SEC.148.