Indiana § 23-1-22-5 - Challenging corporation's power to act; ultra vires acts
Full text of Indiana Indiana Code § 23-1-22-5 — Challenging corporation's power to act; ultra vires acts, with citation guidance and answers to common questions.
§ 23-1-22-5. Challenging corporation's power to act; ultra vires acts
Sec. 5. (a) Except as provided in subsection (b), the validity of 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 shareholder 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 director, officer, employee, or agent of the corporation; or
(3) in a proceeding by the attorney general under IC 23-1-47-1.
(c) In a shareholder's proceeding under subsection (b)(1) 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.
As added by P.L.149-1986, SEC.6.
IC 23-1-23Chapter 23. RepealedRepealed by P.L.118-2017, SEC.10.
IC 23-1-24Chapter 24. RepealedRepealed by P.L.118-2017, SEC.11.
IC 23-1-25Chapter 25. Shares Generally
23-1-25-1Authorization of shares in articles of incorporation 23-1-25-2Series of shares; filing articles with secretary of state 23-1-25-3Issuance of shares; number; outstanding shares 23-1-25-4Fractional shares; scrip
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 23-1-22-5
What does Indiana Code § 23-1-22-5 cover?
Section 23-1-22-5 ("Challenging corporation's power to act; ultra vires acts") is part of the Indiana Code, the codified statutory law of Indiana. 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 Indiana § 23-1-22-5?
A common citation format is "Indiana Code § 23-1-22-5" (Indiana). 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 Indiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.
How does Indiana § 23-1-22-5 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana 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 Indiana.