('beyond the powers') is a Latin phrase used in law to describe an act that requires legal authority but is done without it. Its opposite, an act done under proper authority, is ('within the powers'). Acts that are may equivalently be termed "valid", and those that are termed "invalid".
Legal issues relating to can arise in a variety of contexts: Companies and other legal persons sometimes have limited legal capacity to act, and attempts to engage in activities beyond their legal capacities may be . Most countries have restricted the doctrine of in relation to companies by statute. Similarly, statutory and governmental bodies may have limits upon the acts and activities which they legally engage in. Subordinate legislation which is purported passed without the proper legal authority may be invalid as beyond the powers of the authority which issued it.
Corporate law
In corporate law, describes acts attempted by a corporation that are beyond the scope of powers granted by the corporation's objects clause, its articles of incorporation, its by-laws, similar founding documents, or laws authorizing a corporation's formation. Acts attempted by a corporation that are beyond the scope of its charter are void or voidable.
An transaction cannot be ratified by shareholders, even if they wish it to be ratified. The doctrine of estoppel usually precluded reliance on the defense of where the transaction was fully performed by one party. A fortiori, a transaction fully performed by both parties could not be attacked. If the contract was fully executory, the defense of might be raised by either party. If the contract was partially performed, and the performance was held insufficient to bring the doctrine of estoppel into play, a suit for quasi-contract for recovery of benefits conferred was available. If an agent of the corporation committed a tort within the scope of their employment, the corporation could not defend on the ground the act was .
Several modern developments relating to corporate formation have limited the probability that acts will occur. Except in the case of non-profit corporations (including municipal corporations), this legal doctrine is obsolescent; within recent years, almost all business corporations have been chartered to allow them to transact any lawful business. The Model Business Corporation Act of the United States states that: "The validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act." The doctrine still lives among non-profit corporations or state-created corporate bodies established for a specific public purpose, such as universities or charities.
United Kingdom
Historically all companies in the United Kingdom were subject to the doctrine of and any act which was outside of the objects specified in a company's memorandum of association would be and void. That result was commercially unpalatable. It led to companies being formed with extremely wide and generic objects clauses permitting a company to engage in all manner of commercial activities.
The position was changed by statute by the Companies Act 1985, which essentially abolished the doctrine concerning commercial companies. The position is now regulated by the Companies Act 2006, sections 31 and 39, which similarly significantly reduces the applicability of in corporate law. However, it can still apply to charities, and a shareholder may apply for an injunction, in advance only, to prevent an act which is claimed to be .
In many jurisdictions, such as Australia, legislation provides that a corporation has all the powers of a natural person plus others; also, the validity of acts which are made is preserved.
United States
According to American laws, the concept of can still arise in the following kinds of activities in some states: Charitable or political contributions Guaranty of indebtedness of another Loans to officers or directors Pensions, bonuses, stock option plans, job severance payments, and other fringe benefits The power to acquire shares of other corporations The power to enter into a partnership
Constitutional law
Under constitutional law, particularly in Canada and the United States, constitutions give federal and provincial or state governments various powers. To go outside those powers would be ; for example, although the court did not use the term in striking down a federal law in United States v. Lopez because it exceeded the constitutional authority of Congress, the Supreme Court still declared the law to be .