A Legal Excursion into the Consequences and Effects of the Doctrine of Ultra Vires in Nigerian Corporate Governance

Abstract

There is a statutory limit to the contractual and transactional powers and capacity of a company. This is enveloped in the ultra vires doctrine conundrum that sets out the limits and scope of the powers of an incorporated company and delimits the remainder of acts executed by the company in excess of such delineated powers as beyond the limits of the powers of the company. There are a number of effects of this corporate power-delimiting rule and consequential opinionated controversies. This paper seeks to take a legal cursory look and an appraising excursion into the effects and consequences of the doctrine in Nigerian corporate law practice and examines the purports of the sustained relevance of the doctrine as an integral power-specificity construct of Nigerian companies and their Directors. It concludes that the effect of the doctrine seems to be considerably whittled down by statutory intervention and calls for a comprehensive reform of the attendant enabling legislations.