16-10a-302. General powers.
Unless its articles of incorporation provide otherwise, and except as restricted by the Utah
Constitution, 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
permitted business purposes, activities, and affairs, including without limitation the 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 articles 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 and assets;
(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 that may or may not 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, assets, 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 this
chapter 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 governmental policy;
(15) to make payments or donations, or do any other act, not inconsistent with law, that
furthers the business and affairs of the corporation; and
(16) to establish rules governing the conduct of the business and affairs of the corporation
in the event of an emergency.
Enacted by Chapter 277, 1992 General Session
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Last revised: Thursday, May 28, 2009