Corporate Law real estate question?

[shen86]

The XYZ corporation was formed with 5 shareholders. The certificate of incorporation said the corporation
was to be in the business of preparation and serving of food as a restaurant. The corporation was chartered
in Florida in 1998. The board of directors consisted of the 5 original shareholders and a majority vote
was necessary to act. The board has just voted to buy the building that the restaurant occupies. One of
the members of the board says the certificate of incorporation does not give them the power to buy real estate.
Can real estate be bought? Explain.

[lorimar]

The XYZ corporation was formed with 5 shareholders. The certificate of incorporation said the corporation
was to be in the business of preparation and serving of food as a restaurant. The corporation was chartered
in Florida in 1998. The board of directors consisted of the 5 original shareholders and a majority vote
was necessary to act. The board has just voted to buy the building that the restaurant occupies. One of
the members of the board says the certificate of incorporation does not give them the power to buy real estate.
Can real estate be bought? Explain.

Yes the corporation may buy the real estate.

Only a resolution of the board of directors is necessary to purchase real estate unless specifically prohibited by the articles of incorporation or bylaws. The board of directors also has the power to modify the articles of incorporation and to modify the bylaws.

The power to purchase stuff never has to be stated stated in the Articles of Incorporation.