GA Code § 14-2-302 (2021)
2021 Georgia Code|Title 14 - Corporations, Partnerships, and Associations|Chapter 2 - Business Corporations|Article 3 - Purposes and Powers|§ 14-2-302. General Powers

 Every corporation has perpetual duration and succession in its corporate name, unless its articles of incorporation adopted on or after April 1, 1969, or an amendment thereto adopted on or after April 1, 1969, provides otherwise.Unless its articles of incorporation provide otherwise, every corporation 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:    To sue, be sued, complain, and defend in its corporate name;   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;   To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;   To purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal with real or personal property or any legal or equitable interest in property, wherever located;   To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;   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;   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;   To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;   To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;   To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state;   To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;   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;   To make donations for the public welfare or for charitable, scientific, or educational purposes;   To transact any lawful business that will aid governmental policy;   To provide insurance for its benefit on the life or physical or mental ability of any of its directors, officers, or employees or any other person whose death or physical or mental disability might cause financial loss to the corporation; or, pursuant to any contractual arrangement with any shareholder concerning the reacquisition of shares owned by him at his death or disability, on the life or physical or mental ability of that shareholder, for the purpose of carrying out such contractual arrangement; or, pursuant to any contract obligating the corporation, as part of compensation arrangements, or pursuant to any contract obligating the corporation as guarantor or surety, on the life of the principal obligor, and for these purposes the corporation is deemed to have an insurable interest in such persons; and   To make payments or donations or do any other act not inconsistent with law that furthers the business and affairs of the corporation.     (Code 1981, §14-2-302, enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 1989, p. 946, § 11; Ga. L. 1990, p. 257, § 3.)   Law reviews.   - For article analyzing legal basis for corporate contributions to private educational institutions, see 5 Mercer L. Rev. 249 (1954). For article discussing issuance of debt securities under the Georgia Business Corporation Code, see 3 Ga. L. Rev. 11 (1968). For article summarizing law relating to jurisdiction and venue over domestic and foreign corporations in Georgia, and service thereon, see 21 Mercer L. Rev. 457 (1970). For article, "Use of Limited Partnership to Invest in Depreciable Realty," see 21 Mercer L. Rev. 481 (1970). For article, "Foreign Corporations in Georgia," see 10 Ga. St. B. J. 243 (1973). For article discussing establishment and transaction of business in Georgia by a foreign corporation, see 27 Mercer L. Rev. 629 (1976). For article on the limit of corporate social responsibility, see 33 Mercer L. Rev. 519 (1982). For note on statutory restrictions upon corporate ownership of real property, see 13 Mercer L. Rev. 410 (1962). For note, "Ultra Vires in Georgia," see 16 Mercer L. Rev. 320 (1964).   RESEARCH REFERENCES   Am. Jur. 2d.   - 18 Am. Jur. 2d, Corporations, §§ 45 et seq., 65 et seq. 18A Am. Jur. 2d, Corporations, § 222 et seq. 18B Am. Jur. 2d, Corporations, §§ 1264 et seq., 1291 et seq.   C.J.S.   - 18 C.J.S., Corporations, §§ 67, 143 et seq. 19 C.J.S., Corporations, §§ 518 et seq., 651 et seq.   ALR.    - Right of business corporation to use its funds or property for humanitarian purposes, 3 A.L.R. 443.    Liability of corporation on contracts of promoters, 17 A.L.R. 452; 49 A.L.R. 673; 123 A.L.R. 726.    Conclusiveness of decision of corporate officers or directors that property is of sufficient value to warrant a loan under the powers of the corporation, 18 A.L.R. 645.    Personal liability of directors as affected by terms of contract or form of signature, 33 A.L.R. 1353; 51 A.L.R. 319.    Power of corporation to pass title to real property which it holds in excess of its powers, 37 A.L.R. 204; 62 A.L.R. 494.    Corporation's payment of bonus to officers or employees, 40 A.L.R. 1423; 88 A.L.R. 751; 164 A.L.R. 1125.    Right of corporation to sue on contract made by promoters before its organization, 66 A.L.R. 1425.    Insurance on life of officer for benefit of private corporation, 75 A.L.R. 1362; 143 A.L.R. 293.    Right of officer or director of private corporation to purchase in his own interest at a judicial or other public sale of the corporate property, 76 A.L.R. 439.    Personal liability on contract made by "trustees" or others in closing affairs of dissolved corporation, 76 A.L.R. 1478.    Lien of mortgage securing corporate bonds as affected by exchange of bonds for those of reorganized or new corporations, 81 A.L.R. 139.    Statutory added liability of stockholders of bank or other corporation as affected by sale of, or other transaction in relation to, assets, 100 A.L.R. 1276.    Construction, application, and effect of statutory provision that directors or corporation may remove officer, agent, or employee at pleasure, 111 A.L.R. 894.    Validity of contract between corporations as affected by directors or officers in common, 114 A.L.R. 299; 33 A.L.R.2d 1060.    Power of corporation to change obligations to stockholders, 117 A.L.R. 1290.    Power of corporation to enforce a contract made after taking the steps necessary to put its corporate existence beyond collateral attack, as affected by limited amount of capital subscribed or paid in, 128 A.L.R. 874.    Computation of fund to be provided by private employer for payment of pension or retirement allowance to employees, 153 A.L.R. 818.    Competency of stockholder as a witness where corporation is a party to a suit prosecuted by or against the personal representative of a decedent, 163 A.L.R. 1215.   Applicability of statutes regulating sale of assets or property of corporation as affected by purpose or character of corporation, 9 A.L.R.2d 1306.   Conditions accompanying or following dissolution of lessee corporation, as breach of covenant against assignment or sublease, 12 A.L.R.2d 179.   Requisites as to definiteness of agreement to pay employee share of profits, 18 A.L.R.2d 211.   Validity of security for contemporaneous loan to corporation by officer, director, or stockholder, 31 A.L.R.2d 663.   Power of a business corporation to donate to a charitable or similar institution, 39 A.L.R.2d 1192.   Construction of "net profits," "earnings," or the like, in provision for profit-sharing bonus for corporate officers or employees, 49 A.L.R.2d 1129.   Power of a particular officer or agent of business corporation to bind it by a donation to a charity or similar institution, 50 A.L.R.2d 447.   Expenses incurred by competing factions within corporation in soliciting proxies as charge against corporation, 51 A.L.R.2d 873.   Leasing of real estate by foreign corporation, as lessor or lessee, as doing business within state within statutes prescribing conditions of right to do business, 59 A.L.R.2d 1131.   Corporation's power to enter into partnership or joint venture, 60 A.L.R.2d 917.   Power of secretary or treasurer of corporation to institute litigation for it, 64 A.L.R.2d 900.   Criminal liability of corporate officer who issues worthless checks in corporate name, 68 A.L.R.2d 1269.   Rights and liabilities as between employer and employee with respect to general bonus or profit-sharing plan, 81 A.L.R.2d 1066.   Rights and liabilities as between employer and employee with respect to employee stock options, 96 A.L.R.2d 176.   Power and authority of president of business corporation to execute commercial paper, 96 A.L.R.2d 549.   Liability of corporation for torts of subsidiary, 7 A.L.R.3d 1343.   Failure to issue stock as factor in disregard of corporate entity, 8 A.L.R.3d 1122.   Liability of corporation for contracts of subsidiary, 38 A.L.R.3d 1102.   Foreign corporation's leasing of personal property as doing business within statutes prescribing conditions of right to do business, 50 A.L.R.3d 1020.   Private pension plans: statements in literature distributed to employees as controlling over provisions of general plan, 50 A.L.R.3d 1270.   Construction and operation of private pension plan provision for distribution of pension funds upon termination of plan, 55 A.L.R.3d 767.   Charitable contributions by public utility as part of operating expense, 59 A.L.R.3d 941.   Power of corporation to make political contribution or expenditure under state law, 79 A.L.R.3d 491.   Validity, construction, and effect of statutory provisions concerning capital requisites of state incorporation of bank, 79 A.L.R.3d 1190.   Right of corporation to discharge employee who asserts rights as stockholder, 84 A.L.R.3d 1107.