South Carolina § 33-3-104 - Ultra vires.
Full text of South Carolina South Carolina Code of Laws § 33-3-104 — Ultra vires., with citation guidance and answers to common questions.
§ 33-3-104. Ultra vires.
(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 Section 33-14-300.
(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.
HISTORY: Derived from 1976 Code SECTION 33-3-30 [1962 Code SECTION 12-12.3; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, SECTION 2; Repealed, 1988 Act No. 444, SECTION 2]; 1988 Act No. 444, SECTION 2.
Source: official South Carolina text · Last verified 2026-08-27
Frequently Asked Questions About South Carolina § 33-3-104
What does South Carolina Code of Laws § 33-3-104 cover?
Section 33-3-104 ("Ultra vires.") is part of the South Carolina Code of Laws, the codified statutory law of South Carolina. 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 South Carolina § 33-3-104?
A common citation format is "South Carolina Code of Laws § 33-3-104" (South Carolina). 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 South Carolina law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the South Carolina official source linked on this page or consult a licensed South Carolina attorney.
How does South Carolina § 33-3-104 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in South Carolina 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 South Carolina.