Sec. 2. (a) Every corporation has the capacity to act that is possessed by natural persons, but has the authority to perform only those acts that are necessary, convenient, or expedient to accomplish the purposes for which it is formed and that are not repugnant to law.
(b) Subject to any limitations or restrictions imposed by law or the articles of incorporation, each corporation has the following general rights, privileges, and powers:
(1) To continue as a corporation, under its corporate name, for the period set forth in its articles of incorporation.
(2) To sue and be sued in its corporate name.
(3) To have a corporate seal and to alter the same at pleasure.
(4) To acquire, own, hold, lease, mortgage, pledge, convey, or otherwise dispose of property, real and personal, tangible and intangible.
(5) To acquire, subscribe for, own, hold, vote, mortgage, lend, pledge, convey, or otherwise dispose of, and to guarantee or otherwise deal in and with, shares or other interests in, or obligations of, any entity, including itself, except as otherwise prohibited or limited by this article.
(6) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.
(7) To borrow money, and to issue its notes or debentures to evidence such borrowings, but any debentures so issued shall be subordinate to the rights of policyholders, members, or creditors of such corporations.
(8) To conduct business in this state and elsewhere; to have one (1) or more offices out of this state; to acquire, own, hold and use, and to lease, mortgage, pledge, sell, convey, or otherwise dispose of property, real and personal, tangible and intangible, out of this state.
(9) To appoint such officers and agents as the business of the corporation may require, and to define their duties and fix their compensation.
(10) To lend money, invest and reinvest its funds, and receive and hold real estate and personal property as security for repayment, except as otherwise limited in this title.
(11) To pay pensions and establish and administer pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, welfare plans, qualified and nonqualified retirement plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents.
(12) To make donations for the public welfare or for charitable, scientific, or education purposes.
(13) To make bylaws for the government and regulation of its affairs.
(14) To cease doing business and to dissolve and surrender its corporate franchise and authority and license to transact an insurance business in this state.
(15) To do all acts and things necessary, convenient, or expedient to carry out the purposes for which it is formed.
(16) To become a member of any federal home loan bank; to purchase stock in a federal home loan bank, to borrow money or obtain advances from any such bank and to transfer, assign, and pledge property to or with such bank as security for the payment of such loans or advances, to do and perform all acts required of members of a federal home loan bank, and to possess and exercise all rights, powers, and privileges conferred upon such members under the provisions of the act of Congress entitled Federal Home Loan Bank Act.
(c) No corporation shall, by any implication or construction, be deemed to possess the power of carrying on the business of receiving deposits of money, bullion, or foreign coins, or receiving deposits of securities or other personal property from any person or corporation or acting as a safe deposit company, or of issuing bills, notes, or other evidences of debt for circulation as money.
(d) A corporation that is a stock company may establish one (1) or more procedures by which it regulates transactions that would, when consummated, result in a change of control of such corporation.
(e) For purposes of this section "control" means:
(1) for any corporation having one hundred (100) or more shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than ten percent (10%) of the voting shares of a corporation's outstanding voting shares; or
(2) for any corporation having fewer than one hundred (100) shareholders, the beneficial ownership, or the direct or indirect power to direct the voting, of no less than fifty percent (50%) of the voting shares of the corporation's outstanding voting shares.
(f) A procedure established under this section may be adopted:
(1) in a corporation's original articles of incorporation or bylaws;
(2) by amending the articles of incorporation; or
(3) notwithstanding that a vote of the shareholders would otherwise be required by any other provision of this article or the articles of incorporation for the adoption or implementation of all or any portion of the procedure, by amending the bylaws.
Formerly: Acts 1935, c.162, s.80; Acts 1939, c.63, s.1; Acts 1973, P.L.271, SEC.1. As amended by P.L.266-1987, SEC.1; P.L.136-2018, SEC.148.