Florida Statutes
Fla. Stat. § 617.0304 (2025)
Ultra vires.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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617.0304 Ultra vires.—
(1) Except as provided in subsection (2), the validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or personal property to or by a corporation, may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation’s power to act may be challenged:
(a) In a proceeding by a member against the corporation to enjoin the act;
(b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, or through members in a representative suit, against an incumbent or former officer, employee, or agent of the corporation; or
(c) In a proceeding by the Attorney General, as provided in this act, to dissolve the corporation or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business.
(3) In a member’s proceeding under paragraph (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
Notes of Decisions
Cited in 3
cases (1 in the last 5 years), 2001–2025 · leading case: Cambridge Credit Counseling Corp. v. 7100 FAIRWAY, LLC., 993 So. 2d 86 (Fla. 4th DCA 2008).
Cambridge Credit Counseling Corp. v. 7100 FAIRWAY, LLC., 993 So. 2d 86 (Fla. 4th DCA 2008). “In accordance with section 617.0304, Cambridge cannot assert its lack *90 of authority to enter into the transaction.”
Word of Life Ministry, Inc. v. Miller, 778 So. 2d 360 (Fla. 1st DCA 2001). “" § 617.0304(2)(b), Fla.Stat. (1997). In due course, the Church and various individual plaintiffs filed a third amended complaint alleging that a majority of the directors, [8] who were in place before the Millers' purported elections, approved and authorized the Church's filing…”
Goldklang (D.N.J. 2025). “) statutorily providing members with standing to challenge directors’ actions that may constitute breaches of their fiduciary duties” under Fla. Stat. Ann. § 617.0304 (2)-(3). Stewart, 2014 WL 2197795 , at *7.”
— 617.0304(1) — 1 case
Cambridge Credit Counseling Corp. v. 7100 FAIRWAY, LLC., 993 So. 2d 86 (Fla. 4th DCA 2008). “In accordance with section 617.0304, Cambridge cannot assert its lack *90 of authority to enter into the transaction.”
— 617.0304(2) — 1 case
Cambridge Credit Counseling Corp. v. 7100 FAIRWAY, LLC., 993 So. 2d 86 (Fla. 4th DCA 2008). “In accordance with section 617.0304, Cambridge cannot assert its lack *90 of authority to enter into the transaction.”
— 617.0304(2)(b) — 1 case
Word of Life Ministry, Inc. v. Miller, 778 So. 2d 360 (Fla. 1st DCA 2001). “" § 617.0304(2)(b), Fla.Stat. (1997). In due course, the Church and various individual plaintiffs filed a third amended complaint alleging that a majority of the directors, [8] who were in place before the Millers' purported elections, approved and authorized the Church's filing…”
— 617.0304(3) — 1 case
Word of Life Ministry, Inc. v. Miller, 778 So. 2d 360 (Fla. 1st DCA 2001). “" § 617.0304(2)(b), Fla.Stat. (1997). In due course, the Church and various individual plaintiffs filed a third amended complaint alleging that a majority of the directors, [8] who were in place before the Millers' purported elections, approved and authorized the Church's filing…”
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