We use cookies to improve security, personalize the user experience,
enhance our marketing activities (including cooperating with our marketing partners) and for other
business use.
Click "here" to read our Cookie Policy.
By clicking "Accept" you agree to the use of cookies. Read less
Ultra Vires: What It Means and Its Impact on Corporate Authority
Definition & Meaning
Ultra vires is a legal term derived from Latin, meaning "beyond powers." It refers to actions taken by a corporation or its officers that exceed the authority granted to them by law or the corporation's charter. When a corporation acts ultra vires, those actions may be deemed invalid or unenforceable. This term is often relevant in corporate law, particularly when assessing the legitimacy of corporate actions and the responsibilities of corporate officers.
Table of content
Legal Use & context
Ultra vires is primarily used in corporate law to challenge the validity of actions taken by a corporation that are outside its legal authority. This concept can arise in various legal contexts, including:
Corporate governance disputes
Contract enforcement issues
Shareholder lawsuits
Users can manage some related legal matters using templates and forms available through US Legal Forms, which can help in drafting necessary documents or filings.
Key legal elements
Real-world examples
Here are a couple of examples of abatement:
Here are a couple of examples illustrating ultra vires actions:
A corporation enters into a contract to operate a business that is not permitted under its charter. This contract could be challenged as ultra vires.
A corporate officer makes a significant financial decision without the approval of the board of directors, exceeding their authority (hypothetical example).
State-by-state differences
Examples of state differences (not exhaustive):
State
Key Differences
Delaware
Allows broader corporate powers; ultra vires defenses are limited.
California
More stringent requirements for corporate actions; ultra vires can be challenged more easily.
This is not a complete list. State laws vary, and users should consult local rules for specific guidance.
Comparison with related terms
Term
Definition
Difference
Acting under color of law
Actions taken under the appearance of legal authority.
Refers to authorized actions, while ultra vires refers to unauthorized actions.
Intra vires
Actions taken within the powers granted to a corporation.
Intra vires actions are valid, while ultra vires actions are not.
Common misunderstandings
What to do if this term applies to you
If you believe that a corporate action is ultra vires, consider the following steps:
Review the corporation's charter and relevant laws to confirm the authority of the actions taken.
Consult with a legal professional to discuss potential actions, such as filing a lawsuit or seeking an injunction.
Explore US Legal Forms for templates that can assist in drafting necessary legal documents.
Find the legal form that fits your case
Browse our library of 85,000+ state-specific legal templates.