Ultra vires
Encyclopedia : U : UL : ULT : Ultra vires
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| Business law |
|---|
| Business organizations |
| Common law business forms: |
| Sole proprietorship |
| Partnership · Corporation |
| General partnership |
| Business trust |
| Statutory business forms: |
| Limited partnership |
| Proprietary limited company |
| Public limited company |
| Limited liability partnership |
| Limited liability company |
| Civil law corporate forms: |
| AB · AG · ANS · A/S · GmbH |
| K.K. · N.V. · OY · S.A. |
| EU law: |
| SE · SCE |
| Doctrines |
| Corporate governance |
| Limited liability · Ultra vires |
| Business judgment rule |
| De facto corporation and corporation by estoppel |
| Piercing the corporate veil |
| Related areas of law |
| Contract · Civil procedure |
It is used as a legal term in a number of contexts:
- In corporate law, ultra vires describes acts attempted by a corporation that are beyond the scope of powers granted by the corporation's charter, the laws authorizing its formation, or similar founding documents. Acts attempted by a corporation that are beyond the scope of is charter are void or voidable. Except in the case of non-profit corporations (including municipal corporations), this legal doctrine is obsolescent; within recent years, almost all business corporations are chartered to allow them to transact any lawful business. The doctrine still has have some life among non-profit corporations or state-created corporate bodies established for a specific public purpose, like universities or charities. In some jurisdictions, such as Australia, legislation provides that [a corporation has all the powers of a natural person] plus others; also, the [validity of acts which are made ultra vires is preserved].
- 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 on the grounds that it exceeded the Constitutional authority of Congress, the Supreme Court effectively declared the law to be ultra vires.
- In British constitutional law, ultra vires describes patents, ordinances and the like enacted under the prerogative powers of the Crown that contradict statutes enacted by the King-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.
- In administrative law, an act may be judicially reviewable 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). Either doctrine may entitle a claimant to various prerogative writs, equitable remedies or statutory orders if they are satisfied.
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