351.385. Powers of corporation.
Powers of corporation.
351.385. Each corporation shall have power:
(1) To have succession by its corporate name for the period limitedin its articles of incorporation or perpetually where there is no suchlimitations;
(2) To sue and be sued, complain and defend in any court of law orequity;
(3) To have a corporate seal which may be altered at pleasure and touse the same by causing it or a facsimile thereof to be impressed oraffixed or in any manner reproduced;
(4) To purchase, take, receive, lease, or otherwise acquire, own,hold, improve, use and otherwise deal in, sell, convey, mortgage, pledge,lease, exchange, transfer and otherwise dispose of all or any part of itsreal or personal property, or any interest therein, or other assets,wherever situated; and to hold for any period of time, real estate acquiredin payment of a debt, by foreclosure or otherwise, or real estate exchangedtherefor;
(5) To be a general or limited partner;
(6) To purchase, take, receive, subscribe for, or otherwise acquire,own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwisedispose of, and otherwise use and deal in and with, shares or otherinterests in, or obligations of, other domestic or foreign corporations,associations, partnerships, or individuals, or direct or indirectobligations of the United States or of any other government, state,territory, governmental district or municipality or of any instrumentalitythereof;
(7) To make contracts and guarantees, including but not limited toguarantees of the capital stock, bonds, other securities, evidences ofindebtedness and other debts and obligations issued by any othercorporation of this or any other state, or issued by any state or anypolitical subdivision thereof; to incur liabilities; to borrow money atsuch rates of interest as the corporation may determine without regard tothe restrictions of any usury law of this state; to issue its notes, bonds,and other obligations; to issue notes or bonds, secured or unsecured, whichby their terms are convertible into shares of stock of any class, upon suchterms and conditions and at such rates or prices as may be provided in suchnotes or bonds and the indenture or mortgage under which they are issued;and to secure any of its obligations by mortgage, pledge, or deed of trustof all or any of its property, franchises, and income;
(8) To invest its surplus funds from time to time and to lend moneyand to take and hold real and personal property as security for the paymentof funds so invested or loaned;
(9) To conduct its business, carry on its operations, and haveoffices within and without this state, and to exercise in any other state,territory, district, or possession of the United States, or in any foreigncountry, the powers granted by this chapter;
(10) To elect or appoint directors, officers and agents of thecorporation, define their duties and fix their compensation, and toindemnify directors, officers and employees to the extent and in the mannerpermitted by law;
(11) To make and alter bylaws, not inconsistent with its articles ofincorporation or with the laws of this state, for the administration andregulation of the affairs of the corporation, and to adopt emergency bylawsand exercise emergency powers as permitted by law;
(12) To transact any lawful business in aid of the United States inthe prosecution of war, to make donations to associations and organizationsaiding in war activities, and to lend money to the state or federalgovernment for war purposes;
(13) To cease its corporate activities and surrender its corporatefranchise;
(14) To have and exercise all powers necessary or convenient toeffect any or all of the purposes for which the corporation is formed;
(15) To make contributions to any corporation organized for civic,charitable, benevolent, scientific or educational purposes, or to anyincorporated or unincorporated association, community chest or communityfund, not operated or used for profit to its members but operated for thepurposes of raising funds for and of distributing funds to other civic,charitable, benevolent, scientific or educational organizations oragencies;
(16) To renounce, in its articles of incorporation or by action ofits board of directors, any interest or expectancy of the corporation in,or in being offered an opportunity to participate in, specified businessopportunities or specified classes or categories of business opportunitiesthat are presented to the corporation, or one or more of its officers,directors, employees, agents, or stockholders.
(RSMo 1939 § 5030, A.L. 1943 p. 410 § 4, A.L. 1945 p. 696, A.L. 1965 p. 532, A.L. 1979 S.B. 216, A.L. 2003 S.B. 394)Prior revisions: 1929 § 4555; 1919 § 9749; 1909 § 2990
CROSS REFERENCES:
Banking business, corporation not to engage in, RSMo 362.420
Bi-state development agency, bonds of, investment in authorized, RSMo 70.377
Gas, electric or water companies, powers, Chap. 393, RSMo
Multinational banks, securities and obligations of, investment in, when, RSMo 409.950
Public utility companies, power to acquire stock in like companies limited, RSMo 392.300, 393.190
Real estate, conveyed by corporation, how, RSMo 442.060
Reciprocal or interinsurance contracts, corporation may enter, RSMo 379.740
Savings accounts in insured savings and loan associations, investment in authorized, RSMo 369.194