The Doctrine Of Ultra Vires In Company Law: A Comparative Analysis Of Evolution And Modern Relevance
- IJLLR Journal
- Oct 14
- 1 min read
Vikash N., N. Anas, Nirmal K.R., KMC College of Law
ABSTRACT
The doctrine of ultra vires, derived from Latin meaning 'beyond powers,' remains one of the most debated principles in corporate jurisprudence. Initially developed in 19th-century English law, the doctrine served as a safeguard ensuring that corporations operated strictly within the powers defined by their constitutive documents. Although the rigid enforcement of this doctrine often caused commercial inconvenience, its philosophical essence—corporate accountability—continues to influence modern company law. This paper revisits the evolution of the doctrine from its historical foundations to its contemporary interpretation under statutory frameworks such as the Companies Act, 2006 (UK) and the Companies Act, 2013 (India). Through doctrinal and comparative analysis, the study evaluates how judicial reasoning, legislative reforms, and corporate governance trends have shaped the doctrine’s modern relevance. The paper argues that, despite its diminished practical application, the doctrine endures as a symbolic reminder that corporations must act within legal authority, balancing flexibility with fiduciary responsibility.
Keywords: Ultra Vires, Corporate Law, Judicial Interpretation, India, United Kingdom, Companies Act, Corporate Governance, Accountability, Fiduciary Duty.
