Practical Law Glossary Item 5-510-3750 (Approx. 2 pages)
Glossary
Ultra Vires
An act of a corporation is ultra vires when the corporation acts beyond the scope of the powers and purposes provided to it by:
Its charter document.
The laws authorizing its formation.
Historically, ultra vires acts performed by a corporation were generally void or voidable. Over time, the doctrine of ultra vires as applied to corporations has become rare because of:
The use of general clauses in certificates of incorporation that permit a corporation to engage in any lawful business.
The ability of a corporation to amend its certificate of incorporation.
The Revised Model Business Corporation Act (and similar state statutes), which states that the validity of a corporate action may not be challenged on the ground that the corporation lacks or lacked the power to act, except under very limited circumstances.