CORPORATION Flashcards
Types of Powers of Corporation
- Express
- Implied or Necessary
- Incidental or Inherent
Ultra Vires Acts
Acts committed outside the object for which a corporation is created as defined by the law of its organization
Ultra Vires Acts by the Corporation (illegal per se)
Null and void
Ultra Vires Acts by the Corporation for failure to comply with voting formality required by law
Null and void BUT the declaration of nullity may be barred by estoppel
Ultra Vires Acts by the Corporation for being outside the primary and secondary purposes of the corporation
Voidable on the part of the other party
Ultra Vires Acts which are unauthorized or when the corporate officers exceed their authority
Unenforceable BUT may become enforceable on the basis of
1. Express or implied ratification by the corporation
2. Doctrine of estoppel
3. Doctrine of apparent authority of the corporate officers
Mode of conversion of non stock to stock corporation
By dissolving the nonstock corporation and forming a new stock corporation
Modes of conversion of stock to nonstock corporation
- Amendment of articles of incorporation; or
2.