Me. Rev. Stat. » Title 13-C
Maine Revised Statutes

Me. Rev. Stat. tit. 13-C, § 304 (2026)

Ultra vires

✓ current as of May 2026
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1.  Corporate action not subject to challenge.  Except as provided in subsection 2, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.  
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
2.  Corporate action subject to challenge.  A corporation's power to act may be challenged:  
A. In a proceeding by a shareholder against the corporation to enjoin the act;   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
B. In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative against an incumbent or former director, officer, employee or agent of the corporation; or   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
C. In a proceeding by the Attorney General under section 1430.   [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
3.  Available remedies in proceeding by shareholder.  In a shareholder's proceeding under subsection 2, paragraph 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.  
[PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).]
SECTION HISTORY
PL 2001, c. 640, §A2 (NEW). PL 2001, c. 640, §B7 (AFF).
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Notes of Decisions
Cited in 2 cases, 2011–2016 · leading case: Bruce D. Taylor v. Pub. Utils. Comm'n, 2016 ME 71 (Me. 2016).
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Bruce D. Taylor v. Pub. Utils. Comm'n, 2016 ME 71 (Me. 2016). · cites it 2× “Section 304 prohibits - any challenge to a corporation’s power to act except in one of- three circumstances — in a shareholder proceeding;., in a proceeding brought by the corporation against a director, officer, employee, or agent; or in a judicial dissolution proceeding…”
A-Plus Roofing, Inc. v. Am. Bldrs. & Contractor's Supply Co., Inc. (Me. Super. Ct 2011). · cites it 2× “\ Under 13-C M.R.S. § 304, though an act might be ultra vires, "the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act" except by a shareholder, the corporation itself, or the Attorney General under specified…”
— Me. Rev. Stat. tit. 13-C, § 304(1) — 2 cases
Bruce D. Taylor v. Pub. Utils. Comm'n, 2016 ME 71 (Me. 2016). “Section 304 prohibits - any challenge to a corporation’s power to act except in one of- three circumstances — in a shareholder proceeding;., in a proceeding brought by the corporation against a director, officer, employee, or agent; or in a judicial dissolution proceeding…”
A-Plus Roofing, Inc. v. Am. Bldrs. & Contractor's Supply Co., Inc. (Me. Super. Ct 2011). “\ Under 13-C M.R.S. § 304, though an act might be ultra vires, "the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act" except by a shareholder, the corporation itself, or the Attorney General under specified…”
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