Va. Code » Title 13.1. Corporations » Chapter 10. Virginia Nonstock Corporation Act » Article 4. Purposes and Powers
Virginia Code

Va. Code Ann. § 13.1-828 (2026)

Ultra vires

✓ current as of May 2026
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A. Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

B. A corporation's power to act may be challenged:

1. In a proceeding by a member or a director against the corporation to enjoin the act;

2. In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former officer, director, employee, or agent of the corporation; or

3. In a proceeding against a corporation before the Commission.

C. In a proceeding by a member or a director under subdivision B 1 to enjoin an unauthorized corporate act, the court may enjoin or set aside the act and may award damages for loss, except anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

Code 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.

Notes of Decisions
Cited in 8 cases, 1998–2014 · leading case: Charles v. Front Royal Volunteer Fire & Rescue Dep't, Inc., 21 F. Supp. 3d 620 (W.D. Va. 2014).
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Charles v. Front Royal Volunteer Fire & Rescue Dep't, Inc., 21 F. Supp. 3d 620 (W.D. Va. 2014). · cites it 7× “See Va. Code Ann. § 13.1-828 (A) (“Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.”
Kappa Sigma Fraternity, Inc. v. Kappa Sigma Fraternity, 587 S.E.2d 701 (Va. 2003). · cites it 2× “In addition, such *467 a conclusion would blur the bright line presently existing between an ultra vires act, in which a corporation lacks power to act, and a voidable act, which is within the lawful scope of a corporation’s power.”
Richelieu v. Kirby, 48 Va. Cir. 260 (Fairfax Cir. Ct. 1999). · cites it 5× “hi summary, I find that the language included in the Virginia Nonstock Corporation Act, specifically Virginia Code §§ 13.1-828 and 13.1-870.1 makes it clear that in at least two circumstances, allegations that a corporation has acted ultra vires or allegations of willful…”
Farran v. Olde Belhaven Towne Owners' Ass'n, 80 Va. Cir. 508 (Fairfax Cir. Ct. 2010). · cites it 6× “The Farrans contend that Belhaven’s Board only has appellate authority to review the determination of the Committee; therefore, its actions were ultra vires and arbitrary.”
Farran v. Olde Belhaven Towne Owners' Ass'n, 83 Va. Cir. 286 (Fairfax Cir. Ct. 2011). · cites it 3× “01-620 (general jurisdiction to award injunctions); The circuit court has jurisdiction to enjoin or set aside any ultra vires or unauthorized corporate acts pursuant to the Virginia Nonstock Corporation Act under Va. Code § 13.1-828 (“(B)(1) Corporate action may be challenged: 1.”
Dye v. Sully Station II Cmty. Ass'n, 47 Va. Cir. 188 (Fairfax Cir. Ct. 1998). · cites it 3× “The Association’s Parking Policy Violates the Declaration The Association’s Declaration grants “every Owner” a “right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to every Lot, and every Member shall have a right…”
Lake Holiday Country Club, Inc. v. Summit Golf Club, Inc., 48 Va. Cir. 365 (Frederick Cir. Ct. 1999). · cites it 2× “See Virginia Code § 13.1-828(B)(2). The Plaintiffs have no standing to seek any individual relief for themselves in this suit.”
Costan v. Stratos, 78 Va. Cir. 371 (Charlottesville Cir. Ct. 2009). “The only reference to a derivative action under the Virginia Nonstock Corporation Act is under § 13.1-828 of the Code. That Code section says a corporation’s power to act may be challenged “derivatively” under paragraph B.”
Va. Code Ann. § 13.1-828(B): 2 cases
Charles v. Front Royal Volunteer Fire & Rescue Dep't, Inc., 21 F. Supp. 3d 620 (W.D. Va. 2014). “See Va. Code Ann. § 13.1-828 (A) (“Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.”
Dye v. Sully Station II Cmty. Ass'n, 47 Va. Cir. 188 (Fairfax Cir. Ct. 1998). “The Association’s Parking Policy Violates the Declaration The Association’s Declaration grants “every Owner” a “right and easement of enjoyment in and to the Common Area which shall be appurtenant to and shall pass with the title to every Lot, and every Member shall have a right…”
Va. Code Ann. § 13.1-828(B)(2): 1 case
Lake Holiday Country Club, Inc. v. Summit Golf Club, Inc., 48 Va. Cir. 365 (Frederick Cir. Ct. 1999). “See Virginia Code § 13.1-828(B)(2). The Plaintiffs have no standing to seek any individual relief for themselves in this suit.”
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