Ultra Vires Corporate Acts in Florida
Ultra vires: acts beyond corporate authority. FL (Section 607.0304): validity cannot be challenged on lack of power. Limited use: shareholder injunction, suit against officers/directors, and AG dissolution. Cannot avoid contracts by claiming ultra vires. Third parties protected (good faith). Officers/directors: personally liable for losses (breach of fiduciary duty). Examples: unauthorized donations, out-of-scope transactions, and excess stock issuance. Doctrine significantly limited by FL Business Corporation Act (Chapter 607).
What It Means
- Acts beyond corporate power
- Latin: "beyond the powers"
FL Rule
- Section 607.0304: cannot challenge
- Three limited exceptions
- Contracts enforceable
Liability
- Officers/directors: personal
- Third parties: protected
- Fiduciary duty breach
Related Terms
- Corporation — Entity
Barnes Walker Business Law
Barnes Walker’s attorneys handle corporate authority issues in Florida. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC