Corporate charters confer many legal rights on corporations as entities separate from their owners. These corporate powers are the means by which a company accomplishes its business purposes and may be expressly, though not exclusively, stated in a jurisdiction’s corporate code or in the company’s charter. Broadly, corporate purposes are the business objectives set forth in the charter. In addition to the list of general corporate powers that corporations automatically possess upon formation, the Revised Model Business Corporation Act offers a catch-all powers clause providing that every corporation “has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs.”
As a separate legal entity, a corporation has express power to conduct business, appoint officers, adopt bylaws, enter into contracts, to sue and be sued, and to own and convey property – both real and personal. Moreover, in many jurisdictions, a corporation is capable of committing crimes and torts – civil wrongs.
In addition, corporations exercise implied powers to perform all other lawful acts reasonably necessary to accomplish the business purpose. These implied powers are typically construed broadly, though some acts may be beyond the purposes and powers of the corporation. Limits on corporate powers may include statutory or charter restrictions, and equitable limitations to protect the public, minority shareholders, or creditors. For example, in a suit by a shareholder against the corporation to enjoin an ultra vires act. Such acts may be prohibited by the ultra vires doctrine. However given the proliferation of blanket corporate purpose clauses, the broad sweep of implied corporate powers, and modern statues, the application of this doctrine has been sharply limited.