If company has acted ultra vires can you sue a dircector who acted outside of the companies scope?

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1001237

2026-08-15 09:55

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Yes, if a director acts ultra vires (beyond the powers granted to them by the company's articles of incorporation or applicable laws), they can potentially be sued for breaching their fiduciary duties. Shareholders may pursue legal action against the director for any damages caused by their unauthorized actions. However, the specific circumstances and jurisdiction will significantly influence the outcome of such a lawsuit. Additionally, the company itself may also have the right to take action against the director.

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