Corporate Formation & Ultra Vires
Business Associations · Lesson 03
Corporate Formation & Ultra Vires
這一課問的是：公司是否有效成立？公司能否逾越其章程目的？
ActorActObjectStandardConsequence
Visual Scene · the picture in your head
Issue. Has a corporation been validly formed — and may the corporation act beyond its stated purpose?
這一課問的是：公司是否有效成立？公司能否逾越其章程目的？
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
articles of incorporation
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Foundational filing creating the corporation.
公司章程。
de jure corporation
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Properly formed corporation.
法上公司。
de facto corporation
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Bona fide attempt to incorporate + colorable compliance + actions as corporation.
事實上公司。
corporation by estoppel
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Third party who treated entity as corporation may be estopped from denying.
禁反言公司。
ultra vires
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Action beyond corporation's stated purpose.
越權。
modern rule
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Modern corporations have broad purpose; ultra vires doctrine narrowed.
現代規則。
organizational meeting
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Initial meeting to adopt by-laws, elect officers.
組織會議。
Issue · what this lesson is really about
Has a corporation been validly formed — and may the corporation act beyond its stated purpose?
這一課問的是：公司是否有效成立？公司能否逾越其章程目的？
Trigger words & phrases that should flag this issue:
incorporatearticlesde factode jureultra viresby-laws
Expression Bank · how lawyers actually say it
Six function → sentence patterns. Use these in essay applications.
| Function | English sentence | 中文 |
|---|---|---|
| State formation | Articles of incorporation create a corporation upon filing with state. | 章程提交州即成立公司。 |
| Apply de facto | De facto corporation requires good-faith attempt + colorable compliance + acts as corporation. | 事實上公司三要件。 |
| Apply ultra vires | Modern statutes generally limit ultra vires to internal challenges; third parties may enforce. | 現代法限縮越權；第三人通常可執行。 |
Rule Sentence · the workhorse
A corporation is validly formed by filing articles of incorporation with the state; under modern statutes, corporations typically have broad statutory authority such that the ultra vires doctrine rarely invalidates transactions, though shareholders and the state may still challenge unauthorized acts.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人incorporators公司設立人
Act 行為filing articles + organizing提交章程 + 組織
Object 對象corporate entity公司實體
Standard 法律標準state corporate statute州公司法
Consequence 後果corporation exists公司成立
Casebook Snapshot · a real American case
Cranson v. International Business Machines Corp.
Holding. Where a third party deals with a defectively incorporated business as if it were a corporation and would receive an unfair windfall by personally suing the principal, corporation by estoppel may bar personal liability of the would-be corporate actor.
Why it matters. Cranson shows the modern doctrine's role: protect both parties' reasonable expectations when an attempted incorporation falls short.
Cranson：禁反言公司可阻第三人對表面公司之個人訴訟。
Common Mistakes · what trips students
✗ ultra vires 為當代主要無效理論。
✓ Largely abolished in modern statutes for purpose limits.
目的限制在現代法基本廢除。
✗ incorporator personal liability 持續。
✓ Generally limited to pre-incorporation activities.
通常限於成立前活動。
Mini IRAC · build the Application
Issue. Is a corporation validly formed when the incorporators filed articles, paid the fee, held an organizational meeting, and elected officers?
Rule. A corporation is validly formed by filing articles of incorporation with the state, followed by the organizational meeting establishing corporate governance.
Application (model). The incorporators filed articles, paid the filing fee, held an organizational meeting, and elected officers. Because corporate formation requires articles filing plus organizational meeting under state law, the fact that all required steps were completed — articles filed, fee paid, meeting held, officers elected — means a de jure corporation exists.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, the corporation is validly formed.
MBE Check · multiple choice
A corporation's articles state its purpose is to operate a restaurant. The board decides to open a software startup business. A shareholder sues to enjoin. Under modern statutes, likely result?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: