13.1-826 - General powers.
§ 13.1-826. General powers.
A. Unless its articles of incorporation provide otherwise, every corporationhas perpetual duration and succession in its corporate name and has the samepowers as an individual to do all things necessary or convenient to carry outits business and affairs, including, without limitation, 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, ora facsimile of it, by impressing or affixing it or in any other mannerreproducing it;
3. To purchase, receive, lease, or otherwise acquire, and own, hold, improve,use and otherwise deal with, real or personal property, or any legal orequitable interest in property, wherever located;
4. To sell, convey, mortgage, pledge, lease, exchange, and otherwise disposeof all or any part of its property;
5. To purchase, receive, subscribe for, or otherwise acquire, own, hold,vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and dealwith shares or other interests in, or obligations of, any other entity;
6. To make contracts and guarantees, incur liabilities, borrow money, andissue its notes, bonds, and other obligations, which may be convertible into,or include the option to purchase, other securities or property of thecorporation, and secure any of its obligations by mortgage or pledge of anyof its property, franchises, or income;
7. To lend money, invest and reinvest its funds, and receive and hold realand personal property as security for repayment;
8. To transact its business, locate offices, and exercise the powers grantedby this Act within or without the Commonwealth;
9. To elect directors and appoint officers, employees, and agents of thecorporation, define their duties, fix their compensation, and lend them moneyand credit;
10. To make and amend bylaws, not inconsistent with its articles ofincorporation or with the laws of the Commonwealth, for managing the businessand regulating the affairs of the corporation;
11. To make donations for the public welfare or for religious, charitable,scientific, literary or educational purposes;
12. To pay pensions and establish pension plans, pension trusts,profit-sharing plans, bonus plans, and benefit and incentive plans for any orall of the current or former directors, officers, employees, and agents ofthe corporation or any of its subsidiaries;
13. To insure for its benefit the life of any of its directors, officers, oremployees and to continue such insurance after the relationship terminates;
14. To make payments or donations or do any other act not inconsistent withthis section or any other applicable law that furthers the business andaffairs of the corporation;
15. To pay compensation or to pay additional compensation to any or alldirectors, officers, and employees on account of services previously renderedto the corporation, whether or not an agreement to pay such compensation wasmade before such services were rendered;
16. To cease its corporate activities and surrender its corporate franchise;and
17. To have and exercise all powers necessary or convenient to effect any orall of the purposes for which the corporation is organized.
B. Each corporation other than a banking corporation, an insurancecorporation, a savings institution or a credit union shall have power toenter into partnership agreements, joint ventures or other associations ofany kind with any person or persons. The foregoing limitations on bankingcorporations, insurance corporations, savings institutions, and credit unionsshall not apply to the purchase by any such entity of any security of alimited liability company.
C. Privileges and powers conferred and restrictions and requirements imposedby other titles of the Code on railroads or other public service companies,banking corporations, insurance corporations, savings institutions, creditunions, industrial loan associations or other special types of corporationsshall not be deemed repealed or amended by any provision of this Act exceptwhere specifically so provided.
D. Each corporation which is deemed a private foundation, as defined in § 509of the Internal Revenue Code, unless its articles of incorporation expresslyprovide otherwise, shall distribute its income and, if necessary, principal,for each taxable year at such time and in such manner as not to subject suchcorporation to tax under § 4942 of the Internal Revenue Code. Suchcorporation shall not engage in any act of self-dealing, as defined in § 4941(d) of the Internal Revenue Code, retain any excess business holdings, asdefined in § 4943 (c) of the Internal Revenue Code, make any investments insuch manner as to give rise to liability for the tax imposed by § 4944 of theInternal Revenue Code, or make any taxable expenditures, as defined in § 4945(d) of the Internal Revenue Code. This subsection shall apply to anycorporation organized after December 31, 1969, under this Act or under theVirginia Nonstock Corporation Act (§ 13.1-201 et seq.) enacted by Chapter 428of the Acts of Assembly of 1956; and to any corporation organized beforeJanuary 1, 1970, only for its taxable years beginning on and after January 1,1972, unless the exceptions provided in § 508 (e) (2) (B) or (C) of theInternal Revenue Code shall apply or unless the board of directors of suchcorporation shall elect that such restrictions as contained in thissubsection shall not apply by filing written notice of such election with theAttorney General and the clerk of the Commission on or before December 31,1971. Each reference to a section of the Internal Revenue Code made in thissubsection shall include future amendments to such Code sections andcorresponding provisions of future internal revenue laws.
(Code 1950, § 13.1-204.1; 1975, c. 500; 1985, c. 522; 1996, c. 77; 2007, c.925.)