State Codes and Statutes
Statutes > Connecticut > Title33 > Chap601 > Sec33-647Sec. 33-647. General powers. Unless its certificate of incorporation 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:
(1) To sue and be sued, complain and defend in its corporate name;
(2) To 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) To make and amend bylaws, not inconsistent with its certificate 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 its property;
(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 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 by mortgage or pledge of any of its property, franchises or income;
(8) To lend money, invest and reinvest its 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 its business, locate offices and exercise the powers granted by sections 33-600 to 33-998, inclusive, 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 its current or former directors, officers, employees and agents;
(13) To make donations for the public welfare or for charitable, scientific or educational purposes;
(14) To transact any lawful business that will aid government policy; and
(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
(P.A. 94-186, S. 29, 215; P.A. 96-271, S. 24, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997.
Annotations to former sections 33-16, 33-17, 33-18 and 33-63:
Conveyance of lands. 7 C. 214; 8 C. 192; 30 C. 94. Implied powers. 65 C. 346; 83 C. 613. Right of manufacturing company to hold stock of another. 65 C. 336. Ultra vires acts and their effect. Id., 346; 69 C. 527; 87 C. 189. Power to lease plant. 69 C. 521; 73 C. 517. Right to sue for false representations made before organization completed. 71 C. 1; 88 C. 233. Powers of de facto corporation. 72 C. 58; 81 C. 466. Grant to one corporation of right to accept lease from another implies power in that other to make lease. 73 C. 179. Right to pay for services in organizing. Id., 626. Limitation on amount of property to be held and its increase to enable gift to be accepted. 74 C. 586. Right of railroad company to acquire lands. 81 C. 470. Cannot pay transfer agent for transferring majority stock to voting trust. 82 C. 178. Previous maladministration does not destroy right to accept property. Id., 188. Though it has legal title to property, it may agree to pay one lawfully entitled to such payment. Id., 224. Liability to suit on implied contract. Id., 280; 85 C. 504; 87 C. 1. Right to incur expense to secure advantageous legislation. 84 C. 278. Right to make note; accommodation note. 85 C. 147. Right to issue stock in payment for services rendered to it. 92 C. 273. Under common law, corporation may act as administrator or executor. Id., 653. Effect of ultra vires contract for loan of money. 93 C. 136. To prevent fraud, instrument in name of officer may be treated as that of corporation. Id., 633. See note to Sec. 33-295. Corporation may issue bonds on such terms as it can secure; ratification of pledge by corporation in renewing note secured by pledge. 97 C. 588. Purchaser from pledgee may enforce for face value. Id., 589. Cited. 124 C. 155. Statute does not purport to authorize corporation to enter upon business other than that stated in its charter. Id., 443.
Subsec. (e)(1). Corporation organized for insurance and brokerage business has no power to subscribe for stock of savings bank and building association. 24 C. 159. Transfer of all property to another corporation in return for stock is ultra vires. 65 C. 336; 68 C. 31; 82 C. 417. Purpose of act was to change common law rule that sale of all property of solvent corporation was ultra vires. 116 C. 628.
Subsec. (e)(5). Affirms common law rule. 113 C. 644.
Former section 33-16 cited. 153 C. 527.
Courts will not, as a rule, interfere with the internal management of a private corporation. 21 CS 55.
Annotations to former section 33-291:
Section empowers corporations to hold and transfer property, but does not affect scope of officers' authority. 164 C. 389.
Subsec. (c):
Cited. 238 C. 183.
