literature Mainland China English summary

Legal Validity of Corporate Ultra Vires Contracts

论公司越权合同的法律效力

Older scholarship defining corporate ultra vires contracts as contracts beyond the articles or business scope and reflecting the traditional capacity-based approach.

Brief English Introduction

This article is valuable as a historical baseline. It reflects the older idea that a company’s legal capacity and conduct capacity were limited by registered business scope, an approach later weakened by contract-law and Civil Code reforms.

Use It For

Use it to show what Civil Code article 505 moved away from.

Teaching Notes

Students should read this against Wolff’s comparative article on the disappearance of ultra vires in Greater China.