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- Alaska Statutes.
- Title 10. Corporations and Associations
- Chapter 6. Alaska Corporations Code
- Section 15. Defense of Ultra Vires.
previous: Section 10
. General Powers.
next: Section 20
. Limitations On Powers of Shareholders, Officers, and Directors.
AS 10.06.015. Defense of Ultra Vires.
- (a) An act of a corporation or a transfer of real or personal property to or by a corporation, otherwise lawful, is not
invalid because the corporation was without capacity or power to do the act or to make or receive the transfer, but the
lack of capacity or power may be asserted
- (1) in an action by a shareholder against the corporation to enjoin the doing of an act or the transfer of real or
personal property by or to the corporation; if the unauthorized act or transfer sought to be enjoined is being, or is
to be, performed or made under a contract to which the corporation is a party, the court may, if all of the parties to
the contract are parties to the action, set aside and enjoin the performance of the contract, and in so doing may allow
to the corporation or to the other parties to the contract, compensation as may be equitable for the loss or damage
sustained by any of them from the action of the court in setting aside and enjoining the performance of the contract;
however, anticipated profits to be derived from the contract may not be awarded by the court as a loss or damage
- (2) in an action by or in the right of the corporation to obtain a judgment in its favor against an incumbent or former
officer, director, or incorporator of the corporation for loss or damage due to that individual's unauthorized act;
- (3) in an action or special proceeding by the commissioner to annul or dissolve the corporation or to enjoin it from the
doing of unauthorized business.
- (b) This section applies to contracts and conveyances made by foreign corporations in this state and to conveyances by
foreign corporations of real property situated in this state.
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