16-10a-302. General powers. Unless its articles of incorporation provide otherwise, and except as restricted by the Utah Constitution, 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 permitted and lawful purposes, activities, and affairs, including without limitation the power:
(1)
to sue and be sued, complain and defend in the corporation’s corporate name;
Terms Used In Utah Code 16-10a-302
Articles of incorporation: include :
(a)
amended and restated articles of incorporation;
(b)
articles of merger; and
(c)
a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
the name of a domestic corporation or a domestic nonprofit corporation as stated in its articles of incorporation; or
(b)
the name of a foreign corporation or a foreign nonprofit corporation as stated in its articles of incorporation or document of similar import. See Utah Code 16-10a-102
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Entity: includes :
(a)
a domestic and foreign corporation;
(b)
a nonprofit corporation;
(c)
a limited liability company;
(d)
a profit or nonprofit unincorporated association;
(e)
a business trust;
(f)
an estate;
(g)
a partnership;
(h)
a trust;
(i)
two or more persons having a joint or common economic interest;
Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
Receive: when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means the writing or other document is actually received by:
(a)
the corporation at its:
(i)
registered office in this state; or
(ii)
principal office;
(b)
the secretary of the corporation, wherever the secretary is found; or
(c)
another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-10a-102
Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
(2)
to have a corporate seal, which may be altered at will, and to use the corporate seal, or a facsimile of the corporate seal, by impressing or affixing the corporate seal or in any other manner reproducing the corporate seal;
(3)
to make and amend bylaws, not inconsistent with the corporation’s articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(4)
to 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)
to sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the corporation’s property and assets;
(6)
to purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;
(7)
to make contracts and guarantees, incur liabilities, borrow money, issue the corporation’s notes, bonds, and other obligations that may or may not be convertible into or include the option to purchase other securities of the corporation, and secure any of the corporation’s obligations by mortgage or pledge of any of the corporation’s property, assets, franchises, or income;
(8)
to lend money, invest and reinvest the corporation’s funds, and receive and hold real and personal property as security for repayment;
(9)
to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(10)
to conduct the corporation’s business and activities, locate offices, and exercise the powers granted by this chapter within or without this state;
(11)
to elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(12)
to 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 corporation’s current or former directors, officers, employees, and agents;
(13)
to operate, and to make donations, for the public welfare or for charitable, religious, scientific, or educational purposes;
(14)
to transact any lawful business that will aid governmental policy;
(15)
to make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation; and
(16)
to establish rules governing the conduct of the business and affairs of the corporation in the event of an emergency.
