Colorado § 7-103-104 - Ultra vires.
Full text of Colorado Colorado Revised Statutes § 7-103-104 — Ultra vires., with citation guidance and answers to common questions.
§ 7-103-104. Ultra vires.
(1) Except as provided in subsection (2) of this section, the validity of corporate action 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 shareholder against the corporation to enjoin the act;
(b) In a proceeding by or in the right of the corporation, whether 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
(c) In a proceeding by the attorney general under section 7-114-301.
(3) In a shareholder's proceeding under paragraph (a) of subsection (2) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if it would be equitable to do so 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 the injunction.
Source: L. 93: Entire article added, p. 748, § 1, effective July 1, 1994. L. 96: (3) amended, p. 1313, § 11, effective June 1.
ANNOTATION
This section prohibits an individual's claim that a corporation is acting beyond the scope of its power. This section does not bar a claim that an individual lacked power to act for a corporation, and the law of agency governed such a claim. Mortgage Invs. Corp. v. Battle Mtn. Corp., 70 P.3d 1176 (Colo. 2003).
Source: official Colorado text · Last verified 2026-08-27
Frequently Asked Questions About Colorado § 7-103-104
What does Colorado Revised Statutes § 7-103-104 cover?
Section 7-103-104 ("Ultra vires.") is part of the Colorado Revised Statutes, the codified statutory law of Colorado. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Colorado § 7-103-104?
A common citation format is "Colorado Revised Statutes § 7-103-104" (Colorado). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Colorado law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Colorado official source linked on this page or consult a licensed Colorado attorney.
How does Colorado § 7-103-104 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Colorado can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Colorado.