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Minnesota Legislature

Office of the Revisor of Statutes

302A.161 POWERS.
    Subdivision 1. Generally; limitations. A corporation has the powers set forth in this section,
subject to any limitations provided in any other statute of this state or in its articles.
    Subd. 2. Duration. A corporation has perpetual duration.
    Subd. 3. Legal capacity. A corporation may sue and be sued, complain and defend and
participate as a party or otherwise in any legal, administrative, or arbitration proceeding, in
its corporate name.
    Subd. 4. Property ownership. A corporation may purchase, lease, or otherwise acquire,
own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest
therein, wherever situated.
    Subd. 5. Property disposition. A corporation may sell, convey, mortgage, create a security
interest in, lease, exchange, transfer, or otherwise dispose of all or any part of its real or personal
property, or any interest therein, wherever situated.
    Subd. 6. Trading in securities; obligations. A corporation may purchase, subscribe for,
or otherwise acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a
security interest in, or otherwise dispose of and otherwise use and deal in and with, securities or
other interests in, or obligations of, a person or direct or indirect obligations of any domestic or
foreign government or instrumentality thereof.
    Subd. 7. Contracts; mortgages. A corporation may make contracts and incur liabilities,
borrow money, issue its securities, and secure any of its obligations by mortgage of or creation of
a security interest in all or any of its property, franchises and income.
    Subd. 8. Investment. A corporation may invest and reinvest its funds.
    Subd. 9. Holding property as security. A corporation may take and hold real and personal
property, whether or not of a kind sold or otherwise dealt in by the corporation, as security for the
payment of money loaned, advanced, or invested.
    Subd. 10. Location. A corporation may conduct its business, carry on its operations, have
offices, and exercise the powers granted by this chapter anywhere in the universe.
    Subd. 11. Donations. A corporation may make donations, irrespective of corporate benefit,
for the public welfare; for social, community, charitable, religious, educational, scientific, civic,
literary, and testing for public safety purposes, and for similar or related purposes; for the purpose
of fostering national or international amateur sports competition; and for the prevention of cruelty
to children and animals.
    Subd. 12. Pensions; benefits. A corporation may pay pensions, retirement allowances,
and compensation for past services to and for the benefit of, and establish, maintain, continue,
and carry out, wholly or partially at the expense of the corporation, employee or incentive
benefit plans, trusts, and provisions to or for the benefit of, any or all of its and its related
organizations' officers, managers, directors, governors, employees, and agents and, in the case of
a related organization that is a limited liability company, members who provide services to the
limited liability company, and the families, dependents, and beneficiaries of any of them. It may
indemnify and purchase and maintain insurance for and on behalf of a fiduciary of any of these
employee benefit and incentive plans, trusts, and provisions.
    Subd. 13. Participating in management. A corporation may participate in any capacity
in the promotion, organization, ownership, management, and operation of any organization or
in any transaction, undertaking, or arrangement that the participating corporation would have
power to conduct by itself, whether or not the participation involves sharing or delegation
of control with or to others.
    Subd. 14. Insurance. A corporation may provide for its benefit life insurance and other
insurance with respect to the services of any or all of its officers, directors, employees, and agents,
or on the life of a shareholder for the purpose of acquiring at the death of the shareholder any or
all shares in the corporation owned by the shareholder.
    Subd. 15. Corporate seal. A corporation may have, alter at pleasure, and use a corporate
seal as provided in section 302A.163.
    Subd. 16. Bylaws. A corporation may adopt, amend, and repeal bylaws relating to the
management of the business or the regulation of the affairs of the corporation as provided
in section 302A.181.
    Subd. 17. Committees. A corporation may establish committees of the board of directors,
elect or appoint persons to the committees, and define their duties as provided in section 302A.241
and fix their compensation.
    Subd. 18. Officers; employees; agents. A corporation may elect or appoint officers,
employees, and agents of the corporation, and define their duties as provided in sections 302A.301
to 302A.361 and fix their compensation.
    Subd. 19. Securities. A corporation may issue securities and rights to purchase securities as
provided in sections 302A.401 to 302A.425.
    Subd. 20. Loans; guaranties; sureties. A corporation may lend money to, guarantee an
obligation of, become a surety for, or otherwise financially assist persons as provided in section
302A.501.
    Subd. 21. Advances. A corporation may make advances to its directors, officers, and
employees and those of its subsidiaries as provided in section 302A.505.
    Subd. 22. Indemnification. A corporation shall indemnify those persons identified in
section 302A.521 against certain expenses and liabilities only as provided in section 302A.521
and may indemnify other persons.
    Subd. 23. Assumed names. A corporation may conduct all or part of its business under one
or more assumed names as provided in sections 333.001 to 333.06.
    Subd. 24. Other powers. A corporation may have and exercise all other powers necessary or
convenient to effect any or all of the business purposes for which the corporation is incorporated.
History: 1981 c 270 s 21; 1987 c 104 s 15; 1989 c 172 s 4; 1993 c 137 s 12