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ad file permanent link page information cite this page get shortened url switch to legacy parser print export download as pdf printable version in other projects wikidata item appearance move to sidebar hide from wikipedia the free encyclopedia legal concept meaning powers are exceeded wilmington delaware is the incorporation capital of the united states 1 delaware has largely abolished ultra vires in relation to corporations under the delaware general corporation law 2 ultra vires a is a latin phrase used in law to describe an act that requires legal authority but is done without it its opposite an act done under proper authority is intra vires b acts that are intra vires may equivalently be termed valid and those that are ultra vires termed invalid legal issues relating to ultra vires can arise in a variety of contexts companies and other legal persons sometimes have limited legal capacity to act and attempts to engage in activities beyond their legal capacities may be ultra vires 5 most countries have restricted the doctrine of ultra vires in relation to companies by statute similarly statutory and governmental bodies may have limits upon the acts and activities which they legally engage in 6 subordinate legislation which is purported passed without the proper legal authority may be invalid as beyond the powers of the authority which issued it 7 8 corporate law edit see also corporate law this article is part of a series on corporate law core concepts principles separate legal personality limited liability piercing the corporate veil internal affairs doctrine ultra vires doctrine de facto and estoppel corporations corporate governance duties corporate governance board of directors director s duties duty of care duty of loyalty business judgment rule insolvent trading fiduciary shareholder rights finance shareholder corporate shares derivative action oppression remedy pre emptive right tag along right drag along right beneficial ownership general corporate forms corporation company partnership general limited llp sole proprietorship holding company conglomerate cooperative corporate life cycle incorporation promoter liability mergers and acquisitions corporate restructuring insolvency and liquidation dissolution related topics corporate registers registered agent rochdale principles joint stock shell corporation shelf corporation corporations law by jurisdiction anguilla australia bvi canada cayman islands india south africa uk united states vietnam european union france germany corporate forms by jurisdiction european union societas se societas cooperativa sce societas privata spe societas unius personae sup economic interest grouping eeig uk ireland commonwealth charitable incorporated organisation england and wales cio scottish charitable incorporated organisation scio community interest company cic industrial and provident society ips limited company ltd by guarantee by shares proprietary public unlimited company united states benefit corporation c corporation limited liability company llc low profit llc series llc limited liability limited partnership lllp s corporation delaware corporation statutory trust massachusetts business trust nevada corporation others aktiebolag ab aktiengesellschaft ag ansvarlig selskap ans aktieselskab a s aksjeselskap as gesellschaft mit beschränkter haftung gmbh kabushiki gaisha k k naamloze vennootschap n v osakeyhtiö oy s a sociedad de responsabilidad limitada s r l société à responsabilité limitée sarl more law portal outline lists index category v t e in corporate law ultra vires describes acts attempted by a corporation that are beyond the scope of powers granted by the corporation s objects clause its articles of incorporation its by laws similar founding documents or laws authorizing a corporation s formation acts attempted by a corporation that are beyond the scope of its charter are void or voidable an ultra vires transaction cannot be ratified by shareholders even if they wish it to be ratified the doctrine of estoppel usually precluded reliance on the defense of ultra vires where the transaction was fully performed by one party a fortiori a transaction fully performed by both parties could not be attacked if the contract was fully executory the defense of ultra vires might be raised by either party if the contract was partially performed and the performance was held insufficient to bring the doctrine of estoppel into play a suit for quasi contract for recovery of benefits conferred was available if an agent of the corporation committed a tort within the scope of their employment the corporation could not defend on the ground the act was ultra vires several modern developments relating to corporate formation have limited the probability that ultra vires acts will occur except in the case of non profit corporations including municipal corporations this legal doctrine is obsolescent within recent years almost all business corporations have been chartered to allow them to transact any lawful business the doctrine still lives among non profit corporations or state created corporate bodies established for a specific public purpose such as universities or charities united kingdom edit see also united kingdom company law historically all companies in the united kingdom were subject to the doctrine of ultra vires and any act which was outside of the objects specified in a company s memorandum of association would be ultra vires and void 5 that result was commercially unpalatable it led to companies being formed with extremely wide and generic objects clauses permitting a company to engage in all manner of commercial activities 9 the position was changed by statute by the companies act 1985 which essentially abolished the doctrine concerning commercial companies the position is now regulated by the companies act 2006 sections 31 and 39 which similarly significantly reduces the applicability of ultra vires in corporate law however it can still apply to charities and a shareholder may apply for an injunction in advance only to prevent an act which is claimed to be ultra vires united states edit according to american laws the concept of ultra vires can still arise in the following kinds of activities in some states charitable or political contributions guaranty of indebtedness of another loans to officers or directors pensions bonuses stock option plans job severance payments and other fringe benefits the power to acquire shares of other corporations the power to enter into a partnership the model business corporation act adopted in 36 united states jurisdictions but not for example in the populous or influential states of california delaware new york or texas is based on an american bar association panel s recommendation and states the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act citation needed other jurisdictions edit in many jurisdictions such as australia legislation provides that a corporation has all the powers of a natural person 10 plus others also the validity of acts which are made ultra vires is preserved 11 constitutional law edit judicial interpretation forms constitutional review judicial opinion in catholic canon law in islamic jurisprudence kritarchy statutory interpretation judicial misconduct activism chilling effect discretion immunity restraint ultra vires general rules of interpretation accountability adversarial system appeal conflict of laws forum shopping jurisdictional arbitrage lex loci golden rule inquisitorial system interpretation act jury nullification justiciability letter and spirit of the law mischief rule nondelegation doctrine plain meaning rule political question polycentric law precedent reasonableness rule according to higher law separation of powers judicial independence parliamentary sovereignty general theories of interpretation common good constitutionalism court administration judicial reform jurisprudence indeterminacy debate legal realism legal process legal formalism legitimacy living constitution living tree living instrument opinio juris sive necessitatis originalism original meaning original intent legislative intent legislative history purposive approach strict constructionism textualism international anarchy hard law international litigation international legal theories monism and dualism peremptory norm soft law universal jurisdiction v t e under constitutional law particularly in canada and the united states constitutions give federal and provincial or state governments various powers to go outside those powers would be ultra vires for example although the court did not use the term in striking down a federal law in united states v lopez because it exceeded the constitutional authority of congress the supreme court still declared the law to be ultra vires 12 according to article 15 2 of the irish constitution the oireachtas parliament is the sole lawmaking body in the republic of ireland in the case of cityview press v anco however the supreme court of ireland held that the oireachtas may delegate certain powers to subordinate bodies through primary legislation so long as these delegated powers allow the delegatee only to further the principles and policies laid down by the oireachtas in primary legislation and not craft new principles or policies themselves any piece of primary legislation that grants the power to make public policy to a body other than the oireachtas is unconstitutional however as there is a presumption in irish constitutional law that the oireachtas acts within the confines of the constitution any legislation passed by the oireachtas must be interpreted in such a way as to be constitutionally valid where possible thus in several cases where bodies other than the oireachtas were found to have used powers granted to them by primary legislation to make public policy the impugned primary legislation was read in such a way that it would not have the effect of allowing a subordinate body to make public policy in these cases the primary legislation was held to be constitutional still the subordinate or secondary legislation which amounted to creating public policy was held to be ultra vires the primary legislation and was struck down in uk constitutional law ultra vires describes patents ordinances and the like enacted under the prerogative powers of the crown that contradict statutes enacted by the crown in parliament almost unheard of in modern times ultra vires acts by the crown or its servants were previously a major threat to the rule of law citation needed boddington v british transport police is an example of an appeal heard by the house of lords that contested that a by law was beyond the powers conferred to it under section 67 of the transport act 1962 8 administrative law edit in administrative law an act may be judicially reviewable for ultra vires in a narrow or broad sense narrow ultra vires applies if an administrator did not have the substantive power to make a decision or it was wrought with procedural defects broad ultra vires applies if there is an abuse of power e g wednesbury unreasonableness or bad faith or a failure to exercise an administrative discretion e g acting at the behest of another or unlawfully applying a government policy or application of discretionary powers in an irrational and wrong way 13 either doctrine may entitle a claimant to various prerogative writs equitable remedies or statutory orders if they are satisfied united kingdom edit in the seminal case of anisminic v foreign compensation commission 14 lord reid is credited with formulating the doctrine of ultra vires however ultra vires together with unreasonableness was mentioned much earlier by lord russell in the well known case kruse v johnson 15 regarding challenging by laws and other rules anisminic is better known for not depriving courts of their jurisdiction to declare a decision a nullity even if a statute expressly prevents it from being subject to judicial review further cases such as bromley lbc v greater london council 16 and council of civil service unions v minister for the civil service 17 have sought to refine the doctrine in hammersmith and fulham london borough council v hazell 18 the house of lords held that interest rate swaps entered into by local authorities a popular method of circumventing statutory restrictions on local authorities borrowing money at that time were all ultra vires and void sparking a raft of satellite litigation mark elliott st catharine s college cambridge proposes a modified ultra vires doctrine for administrative law placing it firmly in the correct constitutional setting 19 see also edit look up ultra vires in wiktionary the free dictionary judicial activism judicial review in english law precedent notes edit ˌ ʌ l t r ə ˈ v aɪ r iː z ul trə vy reez lit beyond the powers 3 ˌ ɪ n t r ə ˈ v aɪ r iː z in trə vy reez lit within the powers 4 references edit evelina munteanu 25 november 2014 top 5 us states for company formations inc plan usa archived from the original on 7 november 2017 retrieved 7 november 2017 francis pileggi 4 september 2012 abolishment of ultra vires doctrine with exceptions archived from the original on 1 april 2023 retrieved 7 november 2017 ultra vires definition meaning merriam webster com archived from the original on 9 april 2025 retrieved 6 august 2025 intra vires definition meaning merriam webster com archived from the original on 14 september 2024 retrieved 6 august 2025 1 2 ashbury railway carriage and iron co ltd v riche 1875 lr 7 hl 653 hazell v hammersmith and fulham lbc 1992 2 ac 1 woolwich equitable building society v irc 1993 ac 70 1 2 boddington v british transport police 1998 ukhl 13 rolled steel products holdings ltd v british steel corp 1986 ch 246 sn 124 legal capacity and powers of a company archived 2006 05 15 at the wayback machine corporations act 2001 commonwealth consolidated acts sn 125 constitution may limit powers and set out objectives archived 2006 05 15 at the wayback machine corporations act 2001 commonwealth consolidated acts united states v lopez 514 u s 549 567 1995 örücü esin the liability of administration in england and main principles applied in judicial review in onar armagani fakulteler matbaasi istanbul 1977 p 660 anisminic v foreign compensation commission 1969 2 wlr 163 kruse v johnson 1898 2 qb 91 bromley lbc v greater london council 1983 ac 768 see lord wilberforce s judgment council of civil service unions v minister for the civil service 1985 ac 374 see lord diplock s judgment hammersmith and fulham london borough council v hazell 1992 2 ac 1 elliott m the ultra vires doctrine in a constitutional setting still the central principle of administrative law 1999 cambridge law journal vol 58 129 robert w hamilton the law of corporation 4th edition 1996 west group v t e law core subjects administrative law civil law constitutional law contract cri...