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Charitable Contributions, Corporate Gifts and the Doctrine of Ultra Vires

By Krishnayan Sen

Published In

Clc 2004

Companies are governed by their constitution of charter, viz. the memorandum of association, which defines and confines the scope of operation of companies. As companies are artificial persons, they have to necessarily act through the board of directors. The doctrine of ultra vires protects the companies and warns outsiders dealing with the companies, against any possible misuse of powers of objects of companies by the directors. This article seeks to examine the scope and extent to which a company’s money may be spent on charitable contributions and ascertain the restrictions which may be imposed on such corporate gifts by the doctrine of ultra vires. Introduction In the case of registered companies the term ‘ultra vires’ means acts outside the scope of the objects of the company set forth in the “objects clause” of its memorandum of association. The doctrine, now well settled, first took a definite shape in cases up ....

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