Virginia Code 13.1-828: Ultra vires
A. Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
Terms Used In Virginia Code 13.1-828
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Employee: includes , unless otherwise provided in the bylaws, an officer but not a director. See Virginia Code 13.1-803
- Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
- Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
- Trustee: A person or institution holding and administering property in trust.
B. A corporation’s power to act may be challenged:
1. In a proceeding by a member or a director against the corporation to enjoin the act;
2. In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former officer, director, employee, or agent of the corporation; or
3. In a proceeding against a corporation before the Commission.
C. In a proceeding by a member or a director under subdivision B 1 to enjoin an unauthorized corporate act, the court may enjoin or set aside the act and may award damages for loss, except anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
Code 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.