§ 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.
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.
History
The record of this law’s original creation isn’t available online. It has been modified 4 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1975, chapter 500; in 1985, chapter 522; in 2007, chapter 925.
Code 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.