Powers of Corporation

GROUP MEMBERS
Lavina, Charles
James, Evangelista
Flores, Gab
Abalo, Jazmine
Raquipo, John
Leshen, Laurence
sec 35 - sec 44
Every corporation has the power and capacity
I.To sue and be sued in its corporate name
II.To have perpetual existence unless the certificate of incorporation provides
III.To adopt and use a corporate seal
IV.To amend its article of incorporation
V.To adopt by laws, not contrary to law, morals, or public policy, and to amend or repeal the same
VI.In case of stock corporations, to issue or sell stocks to subscribers and to sell treasury stocks, or admit members to the corporation if it be non-stock corporation.
VII.Purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and other wise deal with real and personal property, including securities and bonds of other
corporation
VIII.To enter merger or consolidation with other corporations.
IX.To establish pension, retirement, and other plans for the benefit of its, directors, trustees, officers, and employees.
CORPORATION
What are the kinds of powers of a corporation?
1 2 3
KINDS OF
EXPRESS POWERS IMPLIED POWERS INCIDENTAL POWERS
POWERS
OF A CORPORATION
POWERS EXPRESSLY GRANTED TO A CORPORATION BY ITS CHARTER.
FOR A CORPORATION ORGANIZED UNDER THE REVISED CORPORATION CODE, ITS
CHARTER CONSISTS OF THE CODE, ITS ARTICLES OF INCORPORATION, AND OTHER
LAWS APPLICABLE TO THE CORPORATION. IF CREATED BY A SPECIAL LAW, THE
CHARTER OF THE CORPORATION INCLUDES THE SPECIAL LAW CREATING IT, THE
REVISED CORPORATION CODE, AND OTHER LAWS APPLICABLE TO THE
CORPORATION
EXPRESS POWERS
KINDS OF
1 2 3
POWERS EXPRESS POWERS IMPLIED POWERS INCIDENTAL POWERS
OF A CORPORATION
ARE DEEMED TO BE WITHIN IN THE CAPACITY OF CORPORATE ENTITIES
POWERS THAT A CORPORATION MAY EXERCISE BY REASON OF ITS VERY
EXISTENCE AS A CORPORATION. THEY REFER TO THOSE THAT ARE NECESSARY TO
ENABLE A CORPORATION TO CARYY INTO EXECUTION THE SPECIFIC POWERS
CONFERRED UPON IT BY ITS CHARTER
INCIDENTAL/INHERENT POWERS
KINDS OF
1 2 3
POWERS EXPRESS POWERS IMPLIED POWERS INCIDENTAL POWERS
OF A CORPORATION
EXIST AS A NECESSARY CONSEQUENCE OF THE EXERCISE OF THE EXPRESS
POWERS OF THE CORPORATION OR THE PURSUIT OF ITS PURPOSE AS PROVIDED
IN THE CHARTER
POWERS WHICH ARE NECESSARY TO CARRY INTO EFFECT THE POWERS THAT
ARE EXPRESSLY GRANTED, AND WHICH MUST THEREFORE BE PRESUMED TO
HAVE BEEN THE INTENTION IN THE GRANT OF THE FRANCHISE
IMPLIED POWERS
EXAMPLE.
INCIDENTAL/INHERENT
POWERS
POWER TO ADOPT A
POWER TO ADOPT AND
1 POWER OF SUCCESION 3 5
CORPORATE SEAL AMEND ITS BY-LAWS
POWER TO ACQUIRE, HOLD OR DISPOSE OR
POWER TO HAVE A
2 4 CONVEY PROPERTY AS ITS BUSINESS MAY
CORPORATE NAME
REASONABLY REQUIRE
EXAMPLE.
IMPLIED POWERS
ACTS WHICH INVOLVE
ACT IN THE USUAL

ACT TO INCREASE
EMRBARKING ON A
1 COURSE OF
3 5 THE BUSINESS OF
DIFFERENT LINE OF
BUSINESS THE CORPORATION

BUSINESS
ACTS TO PROTECT
ACTS DESIGNED TO
2 DEBTS DUE TO THE

4 PROTECT OR AID
CORPORATION EMPLOYEES
What are the general powers of a corporation?
GENERAL POWERS
(a) To sue and be sued in its corporate name;
(b) To have perpetual existence unless the certificate of incorporation provides otherwise;
(c) To adopt and use a corporate seal;
(d) To amend its articles of incorporation in accordance with the provisions of this Code;
(e) To adopt bylaws, not contrary to law, morals or public policy, and to amend or repeal the same in accordance
with this Code;

(f) In case of stock corporations, to issue or sell stocks to subscribers and to sell treasury stocks in accordance with
the provisions of this Code; and to admit members to the corporation if it be a nonstock corporation;
(g) To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage, and otherwise deal with such
real and personal property, including securities and bonds of other Page 18 of 73 corporations, as the transaction
of the lawful business of the corporation may reasonably and necessarily require, subject to the limitations
prescribed by law and the Constitution
sec. 35
(h) To enter into a partnership, joint venture, merger, consolidation, or any other commercial agreement
with natural and juridical persons;
(i) To make reasonable donations, including those for the public welfare or for hospital, charitable,
cultural, scientific, civic, or similar purposes: Provided, That no foreign corporation shall give donations in
aid of any political party or candidate or for purposes of partisan political activity
(j) To establish pension, retirement, and other plans for the benefit of its directors, trustees, officers, and
employees; and
(k) To exercise such other powers as may be essential or necessary to carry out its purpose or purposes
as stated in the articles of incorporation.

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GROUP MEMBERS

II.To have perpetual existence unless the certificate of incorporation provides

III.To adopt and use a corporate seal

IV.To amend its article of incorporation

VIII.To enter merger or consolidation with other corporations.

POWERS EXPRESSLY GRANTED TO A CORPORATION BY ITS CHARTER.

FOR A CORPORATION ORGANIZED UNDER THE REVISED CORPORATION CODE, ITS

CHARTER CONSISTS OF THE CODE, ITS ARTICLES OF INCORPORATION, AND OTHER

LAWS APPLICABLE TO THE CORPORATION. IF CREATED BY A SPECIAL LAW, THE

REVISED CORPORATION CODE, AND OTHER LAWS APPLICABLE TO THE

POWERS EXPRESS POWERS IMPLIED POWERS INCIDENTAL POWERS

ARE DEEMED TO BE WITHIN IN THE CAPACITY OF CORPORATE ENTITIES

POWERS THAT A CORPORATION MAY EXERCISE BY REASON OF ITS VERY

EXISTENCE AS A CORPORATION. THEY REFER TO THOSE THAT ARE NECESSARY TO

ENABLE A CORPORATION TO CARYY INTO EXECUTION THE SPECIFIC POWERS

CONFERRED UPON IT BY ITS CHARTER

POWERS EXPRESS POWERS IMPLIED POWERS INCIDENTAL POWERS

EXIST AS A NECESSARY CONSEQUENCE OF THE EXERCISE OF THE EXPRESS

POWERS OF THE CORPORATION OR THE PURSUIT OF ITS PURPOSE AS PROVIDED

ARE EXPRESSLY GRANTED, AND WHICH MUST THEREFORE BE PRESUMED TO

HAVE BEEN THE INTENTION IN THE GRANT OF THE FRANCHISE

POWER TO ACQUIRE, HOLD OR DISPOSE OR

2 4 CONVEY PROPERTY AS ITS BUSINESS MAY

ACTS WHICH INVOLVE

ACT IN THE USUAL

BUSINESS THE CORPORATION

2 DEBTS DUE TO THE

with this Code;

prescribed by law and the Constitution

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