{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1018","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1018","heading":"Lack of Corporate Capacity or Power, Effect - Ultra","body":"Vires.\n\nLACK OF CORPORATE CAPACITY OR POWER, EFFECT; ULTRA VIRES\n\nNo act of a corporation and no conveyance or transfer of real or\n\npersonal property to or by a corporation shall be invalid by reason\n\nof the fact that the corporation was without capacity or power to do\n\nsuch act or to make or receive such conveyance or transfer, but such\n\nlack of capacity or power may be asserted:\n\n1. In a proceeding by a shareholder against the corporation to\n\nenjoin the doing of any act or acts or the transfer of real or\n\npersonal property by or to the corporation. If the unauthorized\n\nacts or transfer sought to be enjoined are being, or are to be,\n\nperformed or made pursuant to any contract to which the corporation\n\nis a party, the court, if all of the parties to the contract are\n\nparties to the proceeding and if it deems the same to be equitable,\n\nmay set aside and enjoin the performance of such contract, and in so\n\ndoing, may allow to the corporation or to the other parties to the\n\ncontract, as the case may be, such compensation as may be equitable\n\nfor the loss or damage sustained by any of them which may result\n\nfrom the action of the court in setting aside and enjoining the\n\nperformance of such contract. Anticipated profits to be derived\n\nfrom the performance of the contract shall not be awarded by the\n\ncourt as a loss or damage sustained;\n\n2. In a proceeding by the corporation, whether acting directly\n\nor through a receiver, trustee, or other legal representative, or\n\nthrough shareholders in a representative suit, against an incumbent\n\nor former officer or director of the corporation for loss or damage\n\ndue to his unauthorized act; or\n\n3. In a proceeding by the Attorney General to dissolve the\n\ncorporation, or to enjoin the corporation from the transaction of\n\nunauthorized business.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"3f0e25e9bd5de2da3053c029c3e4fe4b219e00ecc172279d5494ac721e02a29c","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1017","next":"us-ok/okla.-stat.-tit.-18-18-1019"},"notice":"GroundRules: Original legal text. Not legal advice."}