13.1-629 - Ultra vires. - Virginia Statutes

§ 13.1-629. Ultra vires.

A. Except as provided in subsection B of this section, corporate action maynot be challenged on the ground that the corporation lacks or lacked power toact.

B. A corporation's power to act may be challenged:

1. In a proceeding by a shareholder against the corporation to enjoin the act;

2. In a proceeding by the corporation, directly, derivatively, or through areceiver, trustee, or other legal representative, against an incumbent orformer director, officer, employee, or agent of the corporation; or

3. In a proceeding against a corporation before the Commission.

C. In a shareholder's proceeding under subdivision 1 of subsection B of thissection to enjoin an unauthorized corporate act, the court may enjoin or setaside the act and may award damages for loss, except anticipated profits,suffered by the corporation or another party because of enjoining theunauthorized act.

(Code 1950, § 13.1-5; 1956, c. 428; 1985, c. 522.)