2006 Code of Virginia § 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, 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 afacsimile of it, by impressing or affixing it or in any other mannerreproducing it.

3. Purchase, receive, lease, or otherwise acquire, own, hold, improve, useand otherwise deal with, real or personal property, or any legal or equitableinterest in property, wherever located.

4. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose ofall or any part of its property.

5. Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote,use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and with,shares or other interests in, or obligations of, any other domestic orforeign corporations organized for any purpose, associations, partnerships orindividuals, or direct or indirect obligations of the United States, or ofany other government, state, territory, governmental district or municipalityor of any instrumentality thereof; and to guarantee the payment of any bondsor other obligations of any association, partnership, or individual or anyother domestic or foreign corporation organized for any purpose.

6. Make contracts and guarantees, incur liabilities, borrow money, issue itsnotes, bonds, and other obligations, and secure any of its obligations bymortgage or pledge of all or any of its property, franchises and income.

7. Lend money, invest and reinvest its funds, and hold real and personalproperty as security for repayment.

8. Transact its business, locate offices and exercise the powers granted bythis chapter within or without this Commonwealth.

9. Elect directors and appoint officers, employees and agents of thecorporation, define their duties, fix their compensation and lend them moneyand credit.

10. Make and amend bylaws, not inconsistent with its articles ofincorporation or with the laws of this Commonwealth, for managing orregulating the business of the corporation.

11. Make donations for the public welfare or for religious, charitable,scientific, literary or educational purposes.

12. Pay pensions and establish pension plans, pension trusts, profit-sharingplans, and other incentive and compensation plans for any or all of thecurrent or former directors, officers, employees and agents of thecorporation or any of its subsidiaries.

13. Insure for its benefit the life of any director, officer or employee ofthe corporation and continue such insurance after the relationship terminates.

14. Cease its corporate activities and surrender its corporate franchise.

15. Have and exercise all powers necessary or convenient to effect any or allof the purposes for which the corporation is organized.

B. Each corporation other than a banking corporation, an insurancecorporation, a savings and loan association or a credit union shall havepower to enter into partnership agreements, joint ventures, or otherassociation of any kind with other corporations, whether organized under thelaws of this Commonwealth or otherwise, or with any individual or individuals.

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 chapterexcept where 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 under this chapter after December 31, 1969; and to anycorporation organized before January 1, 1970, only for its taxable yearsbeginning on and after January 1, 1972, unless the exceptions provided in 508 (e) (2) (B) or (C) of the Internal Revenue Code shall apply, or unlessthe board of directors of such corporation shall elect that such restrictionsas are contained in this subsection shall not apply by filing written noticeof such election with the Attorney General and the clerk of the Commission onor before December 31, 1971. Each reference to a section of the InternalRevenue Code made in this subsection shall include future amendments to suchCode sections and corresponding provisions of future internal revenue laws.

(Code 1950, 13.1-204.1; 1975, c. 500; 1985, c. 522; 1996, c. 77.)