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West Virginia Code Chapter 31D. West Virginia Business Corporation Act § 31D-3-304. Ultra vires

Current as of January 01, 2024 | Updated by FindLaw Staff

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(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 a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation; or

(3) In a proceeding by the attorney general under section one thousand four hundred thirty, article fourteen of this chapter.

(c) In a shareholder's proceeding under subdivision (1), subsection (b) of this section to enjoin an unauthorized corporate act, the circuit court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, except loss of anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

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Cite this article: FindLaw.com - West Virginia Code Chapter 31D. West Virginia Business Corporation Act § 31D-3-304. Ultra vires - last updated January 01, 2024 | https://codes.findlaw.com/wv/chapter-31d-west-virginia-business-corporation-act/wv-code-sect-31d-3-304/

Read this complete West Virginia Code Chapter 31D. West Virginia Business Corporation Act § 31D-3-304. Ultra vires on Westlaw. Westlaw subscription required.

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