2011 Louisiana Laws
Revised Statutes
TITLE 12 — Corporations and associations
RS 12:41 — General powers

PART IV. CORPORATE POWERS

§41. General powers

A. A corporation shall have the power to perform any acts which are necessary or proper to accomplish its purposes as expressed or implied in the articles, or which may be incidental thereto and which are not repugnant to law.

B. Without limiting the grant of power contained in Subsection A of this Section, it is hereby specifically provided that every corporation shall have authority:

(1) 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; but failure to affix a seal shall not affect the validity of any instrument;

(2) To have perpetual existence, unless a limited period of duration is stated in its articles of incorporation;

(3) To sue and be sued in its corporate name;

(4) In any legal manner to acquire, hold, use and alienate or encumber property of any kind, including its own shares, subject to special provisions and limitations prescribed by law or the articles;

(5) In any legal manner to acquire, hold, vote and use, alienate and encumber, and to deal in and with, shares, memberships, or other interests in, or obligations of, other business, nonprofit or foreign corporations, associations, partnerships, joint ventures, individuals or governmental entities;

(6) To make contracts and guarantees, including guarantees of the obligations of other business, nonprofit or foreign corporations, associations, partnerships, joint ventures, individuals or governmental entities, to incur liabilities, to borrow money, to issue notes, bonds and other obligations, and to secure any of its obligations by hypothecation of any kind of property;

(7) To lend money for its corporate purposes and invest and reinvest its funds, and to take and hold property or rights of any kind as security for loans or investments;

(8) To conduct business and exercise its powers in this state and elsewhere as may be permitted by law;

(9)(a) To elect or appoint officers and agents;

(b) To define their duties;

(c) To fix their compensation;

(d) To pay pensions in cash, shares of stock, or property, and establish pension plans, pension trusts, profit sharing plans, and other incentive and benefit plans for any or all of its directors, officers, and employees; and

(e) To establish stock bonus plans, stock option plans, and plans for the acquisition of any or all of its unissued shares, or of shares acquired or to be acquired, by the employees of the corporation, or by employees of subsidiary corporations, or by trustees on their behalf, which plan:

(i) May include the establishment of a special fund or funds for the purchase of such shares in which such employees during the period of their employment or any other period of time may be privileged to share on such terms as are imposed with respect thereto,

(ii) May provide for the payment of any price of such shares in installments, or

(iii) May provide for the delivery of such shares without any payment therefor;

(10) To make and alter by-laws, not inconsistent with the laws of this state or with the articles, for the administration and regulation of the affairs of the corporation;

(11) To provide indemnity and insurance pursuant to R.S. 12:83;

(12) To make donations for the public welfare, or for charitable, scientific, educational or civic purposes;

(13) In time of war or other national emergency, to do any lawful business in aid thereof, at the request or direction of any apparently authorized governmental authority.

C. Without limiting the grant of power contained in Paragraph (6) of Subsection B of this Section to corporations to make contracts of guarantee and suretyship, any contract of guaranty or suretyship by a corporation of an obligation of:

(1) A corporation or foreign corporation or nonprofit corporation all of the outstanding stock of which is owned, directly or indirectly, by the corporation making the contract;

(2) A corporation or foreign corporation or nonprofit corporation which owns, directly or indirectly, all of the outstanding stock of the corporation making the contract; or

(3) A corporation or foreign corporation or nonprofit corporation all of the outstanding stock of which is owned, directly or indirectly, by a corporation or foreign corporation or nonprofit corporation which owns, directly, or indirectly, all of the outstanding stock of the corporation making the contract,

shall be deemed to be necessary or proper to accomplish the purposes of the corporation making such contract, as expressed or implied in its articles or which may be incidental thereto, unless the articles shall expressly provide otherwise.

Acts 1968, No. 105, §1; Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 1990, No. 848, §1; Acts 1997, No. 914, §1.