Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 15 - Corporate Powers, Duties and Safeguards
Section 1502 - General powers


(a) General rule.--Subject to the limitations and restrictions imposed by statute or contained in its articles, every business corporation shall have power:
(1) To have perpetual succession by its corporate name unless a limited period of duration is specified in its articles, subject to the power of the Attorney General under section 503 (relating to actions to revoke corporate franchises) and to the power of the General Assembly under the Constitution of Pennsylvania.
(2) To sue and be sued, complain and defend and participate as a party or otherwise in any judicial, administrative, arbitrative or other proceeding in its corporate name.
(3) To have a corporate seal, which may be altered at pleasure, and to use the seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
(4) To acquire, own and utilize any real or personal property, or any interest therein, wherever situated.
(5) To sell, convey, mortgage, pledge, lease, exchange or otherwise dispose of all or any part of its property and assets, or any interest therein, wherever situated.
(6) To guarantee, become surety for, acquire, own and dispose of obligations, capital stock and other securities.
(7) To borrow money, issue or incur its obligations and secure any of its obligations by mortgage on or pledge of or security interest in all or any part of its property and assets, wherever situated, franchises or income, or any interest therein.
(8) To invest its funds, lend money and take and hold real and personal property as security for the repayment of funds so invested or loaned.
(9) To make contributions and donations.
(10) To use abbreviations, words, logos or symbols upon the records of the corporation, and in connection with the registration of, and inscription of ownership or entitlement on, certificates evidencing shares in or other securities or obligations of the corporation, or upon any notice such as the notice provided by section 1528(f) (relating to uncertificated shares), and upon checks, proxies, notices and other instruments and documents relating to the foregoing, which abbreviations, words, logos or symbols shall have the same force and effect as though the respective words and phrases for which they stand were set forth in full for the purposes of all statutes of this Commonwealth and all other purposes.
(11) To be a promoter, partner, member, associate or manager of any partnership, enterprise or venture or in any transaction, undertaking or arrangement that the corporation would have power to conduct itself, whether or not its participation involves sharing or delegation of control with or to others.
(12) To transact any lawful business that the board of directors finds will aid governmental policy.
(13) To continue the salaries of such of its employees as may be serving in the active or reserve armed forces of the United States, or in the National Guard or in any other organization established for the protection of the lives and property of citizens of this Commonwealth or the United States, during the term of that service or during such part thereof as the employees, by reason of that service, may be unable to perform their duties as employees of the corporation.
(14) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, incentive and deferred compensation plans and other plans or trusts for any or all of its present or former representatives and, after their death, to grant allowances or pensions to their dependents or beneficiaries, whether or not the grant was made during their lifetime.
(15) To conduct its business, carry on its operations, have offices and exercise the powers granted by this subpart or any other provision of law in any jurisdiction within or without the United States.
(16) To elect or appoint and remove officers, employees and agents of the corporation, define their duties, fix their compensation and the compensation of directors, to lend any of the foregoing money and credit and to pay bonuses or other additional compensation to any of the foregoing for past services.
(17) To enter into any obligation appropriate for the transaction of its affairs, including contracts or other agreements with its shareholders.
(18) To accept, reject, respond to or take no action in respect of an actual or proposed acquisition, divestiture, tender offer, takeover or other fundamental change under Chapter 3 (relating to entity transactions) or 19 (relating to fundamental changes) or otherwise.
(19) To have and exercise all of the powers and means appropriate to effect the purpose or purposes for which the corporation is incorporated.
(20) To have and exercise all other powers enumerated elsewhere in this subpart or otherwise vested by law in the corporation.
(b) Enumeration unnecessary.--It shall not be necessary to set forth in the articles of the corporation the powers enumerated in subsection (a).
(c) Board to exercise.--See section 1721 (relating to board of directors).
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)

2022 Amendment. Act 122 amended subsec. (a)(18).
Cross References. Section 1502 is referred to in sections 1715, 1721, 7521 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 15 - Corporate Powers, Duties and Safeguards

Extra - Chapter Notes

Section 1501 - Corporate capacity

Section 1502 - General powers

Section 1503 - Defense of ultra vires

Section 1504 - Adoption, amendment and contents of bylaws

Section 1505 - Persons bound by bylaws

Section 1506 - Form of execution of instruments

Section 1507 - Registered office

Section 1508 - Corporate records; inspection by shareholders

Section 1509 - Bylaws and other powers in emergency

Section 1510 - Certain specifically authorized debt terms

Section 1511 - Additional powers of certain public utility corporations

Section 1512 - Informational rights of a director

Section 1513 - Forum selection provisions

Section 1521 - Authorized shares

Section 1522 - Issuance of shares in classes or series; board action

Section 1523 - Pricing and issuance of shares

Section 1524 - Payment for shares

Section 1525 - Stock rights and options

Section 1526 - Liability of shareholders

Section 1527 - Issuance of fractional shares or scrip

Section 1528 - Shares represented by certificates and uncertificated shares

Section 1529 - Transfer of securities; restrictions

Section 1530 - Preemptive rights of shareholders

Section 1531 - Voting powers and other rights of certain securityholders and other entities

Section 1532 - Effect of failure to surrender securities converted by reorganization

Section 1551 - Distributions to shareholders

Section 1552 - Power of corporation to acquire its own shares

Section 1553 - Liability for unlawful dividends and other distributions

Section 1554 - Financial reports to shareholders

Section 1571 - Application and effect of subchapter

Section 1572 - Definitions

Section 1573 - Record and beneficial holders and owners

Section 1574 - Notice of intention to dissent

Section 1575 - Notice to demand payment

Section 1576 - Failure to comply with notice to demand payment, etc

Section 1577 - Release of restrictions or payment for shares

Section 1578 - Estimate by dissenter of fair value of shares

Section 1579 - Valuation proceedings generally

Section 1580 - Costs and expenses of valuation proceedings