Section 351.385

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2003   

  351.385.  Powers of corporation. — Each corporation shall have power:

  (1)  To have succession by its corporate name for the period limited in its articles of incorporation or perpetually where there is no such limitations;

  (2)  To sue and be sued, complain and defend in any court of law or equity;

  (3)  To have a corporate seal which may be altered at pleasure and to use the same by causing it or a facsimile thereof to be impressed or affixed 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 its real or personal property, or any interest therein, or other assets, wherever situated; and to hold for any period of time, real estate acquired in payment of a debt, by foreclosure or otherwise, or real estate exchanged therefor;

  (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 otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships, or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;

  (7)  To make contracts and guarantees, including but not limited to guarantees of the capital stock, bonds, other securities, evidences of indebtedness and other debts and obligations issued by any other corporation of this or any other state, or issued by any state or any political subdivision thereof; to incur liabilities; to borrow money at such rates of interest as the corporation may determine without regard to the restrictions of any usury law of this state; to issue its notes, bonds, and other obligations; to issue notes or bonds, secured or unsecured, which by their terms are convertible into shares of stock of any class, upon such terms and conditions and at such rates or prices as may be provided in such notes 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 trust of all or any of its property, franchises, and income;

  (8)  To invest its surplus funds from time to time and to lend money and to take and hold real and personal property as security for the payment of funds so invested or loaned;

  (9)  To conduct its business, carry on its operations, and have offices within and without this state, and to exercise in any other state, territory, district, or possession of the United States, or in any foreign country, the powers granted by this chapter;

  (10)  To elect or appoint directors, officers and agents of the corporation, define their duties and fix their compensation, and to indemnify directors, officers and employees to the extent and in the manner permitted by law;

  (11)  To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation, and to adopt emergency bylaws and exercise emergency powers as permitted by law;

  (12)  To transact any lawful business in aid of the United States in the prosecution of war, to make donations to associations and organizations aiding in war activities, and to lend money to the state or federal government for war purposes;

  (13)  To cease its corporate activities and surrender its corporate franchise;

  (14)  To have and exercise all powers necessary or convenient to effect 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 any incorporated or unincorporated association, community chest or community fund, not operated or used for profit to its members but operated for the purposes of raising funds for and of distributing funds to other civic, charitable, benevolent, scientific or educational organizations or agencies;

  (16)  To renounce, in its articles of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation, or one or more of its officers, directors, employees, agents, or stockholders.

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(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, 362.420

Bi-state development agency, bonds of, investment in authorized, 70.377

Gas, electric or water companies, powers, Chap. 393

Multinational banks, securities and obligations of, investment in, when, 409.950

Public utility companies, power to acquire stock in like companies limited, 392.300, 393.190

Real estate, conveyed by corporation, how, 442.060

Reciprocal or interinsurance contracts, corporation may enter, 379.740

Savings accounts in insured savings and loan associations, investment in authorized, 369.194