2018 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 13 - Purposes and Powers
§ 48-13-102. General powers.
- Unless its charter provides otherwise, 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 business and affairs, including, without limitation, power to:
(1) Sue and be sued, complain and defend in its corporate name;
(2) 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) Make and amend bylaws, not inconsistent with its charter or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(4) 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) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of, or grant a security interest in, all or any part of its property;
(6) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, or grant a security interest in; and deal in and with shares or other interests in, or obligations of, any other entity;
(7) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations or those of any other person by mortgage, pledge of, or security interest in, any of its property, franchises, or income;
(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(9) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10) Conduct its business, locate offices, and exercise the powers granted by chapters 11-27 of this title within or without this state;
(11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(12) 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 the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries;
(13) Make donations for the public welfare or for charitable, scientific, or educational purposes;
(14) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation;
(15) Procure for its benefit insurance on the life of any of its directors, officers or employees, to insure the life of any shareholder for the purpose of acquiring at the shareholder's death shares owned by such shareholder and to continue such insurance after the relationship terminates; and
(16) Accept gifts, devises, and bequests subject to any conditions or limitations contained in such gift, devise, or bequest, so long as such conditions or limitations are not contrary to chapters 11-27 of this title or the purposes for which the corporation is organized.
