Alaska Statutes
Alaska Stat. § 10.06.015 (2026)
Defense of ultra vires
✓ current as of July 2026
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Sec. 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 sustained;
(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.
(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 sustained;
(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.
Notes of Decisions
Cited in 3
cases, 1999–2009 · leading case: Askinuk Corp. v. Lower Yukon Sch. Dist., 214 P.3d 259 (Alaska 2009).
Askinuk Corp. v. Lower Yukon Sch. Dist., 214 P.3d 259 (Alaska 2009). “[14] Askinuk makes a similar argument with respect to AS 10.06.015. That section governs situations in which a claim of ultra vires may "affect the rights of third parties who have dealt with a corporate entity.”
Oliver v. Sealaska Corp., 192 F.3d 1220 (9th Cir. 1999). “Oliver sued the twelve Regional Corporations in the Superior Court of Alaska under Alaska Statutes § 10.06.015 (Michie 1989) on behalf of himself and a putative class of shareholders, seeking declaratory judgment, an accounting, and a resulting trust.”
Sierra v. Goldbelt, Inc., 25 P.3d 697 (Alaska 2001). “See also AS 10.06.015(a)(2) (providing that gifts to former shareholders are ultra vires acts that constitute waste of corporate assets).”
— Alaska Stat. § 10.06.015(a)(2) — 1 case
Sierra v. Goldbelt, Inc., 25 P.3d 697 (Alaska 2001). “See also AS 10.06.015(a)(2) (providing that gifts to former shareholders are ultra vires acts that constitute waste of corporate assets).”
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