Ultra vires [Lat.] (beyond the powers), said of a corporation or company when exceeding its authority. If the powers are given or acquired at common law or by custom or by charter, the corporation is a person at common law and may do anything which an ordinary person can do [Wenlock (Baroness) v. River Dee Co., (1885) 10 AC 354; British South Africa Co. v. De Beers Consolidated Mines Ltd., (1910) 1 Ch 354], subject to the consequences if the act is prohibited by the Charter or Act of Parliament, or by law directly or indirectly, Jenkins v. Pharmaceutical Society of Great Britain, (1921) 1 Ch 392. On the other hand, a cor-poration or company which is created by or under statute cannot do anything at all unless authorized expressly or impliedly by the statute or instrument defining its powers. An act done ultra vires a corporation means that it is 'an act which the company in general meeting could not authorize, and an act which, if every individual corporator assented to it, would still remain illegitimate.' See Asbhury Railway Carriage and Iron Co. v. Riche, (1875) LR 7 HL 653, where the Houseof Lords held that a contract by the directors of a company incorporated under the Companies Act, 1862, if it be outside the Memorandum of Association, neither binds the company nor can be made binding upon it by ratification. See also Att. Gen. v. Mersey Ry., 1907 AC 415; Baroness Wenlock v. River Dee Co., ubi supra; Sinclair v. Brougham, 1914 AC 398. Consult Brice, Street or Beattie on ultra Vires.
Unauthorised; beyond scope of power allowed or granted by a corporate charter or by law, Black's Law Dictionary, 7th Edn.
The term 'ultra vires' means 'beyond powers' or 'lack of power'. The term 'ultra virus' signifies a concept distinct from illegality, Anand Prakash v. Assistant Registrar of Co-op. Society, AIR 1968 All 22 (24).
Ultra vires, implies, an absence of jurisdiction or competency. The use of such expressions is no safer guide that the order is for all practical purpose non est, Madhavan Pillai v. State of Kerala, AIR 1966 Ker 212 (FB): (1965) ILR 2 Ker 576: (1966) Ker LJ 11: (1965) Ker LT 988: (1965) Mad LJ (Cr) 917: (1966) Cr LJ 913.