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Legal Capacity and Ultra Vires

The legal capacity of a juridical person commences at the moment of State registration and terminates with liquidation, i.e. a write-off from the State register.  Pursuant to the general rule a juridical person has powers that correspond to the objectives specified in its constitutive documents, and bears the responsibilities related to its activities.  This means that any contract concluded beyond the powers assigned to a juridical person by founders is held to be “ultra vires” and, hence, voidable.[1]  Nonetheless, modern company law statutes have chiefly eliminated the ultra vires doctrine for commercial organizations.[2]  Private companies are vested with general power to undertake any kind of activities not prohibited by law.[3]  Moreover, according to modern business practice, the founders of a company may describe in the constitutive documents only main business activities, which allow engaging in any business activity that is not stipulated by such documents.[4]  In order to undertake activities subject to a license, the po...

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