                                 CODE OF VIRGINIA

ULTRA VIRES (§ 13.1-828)

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.

B. A corporation&#8217;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.

HISTORY: Code 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007,
c. 925.