Sunrise Infrastructure Ltd. was incorporated with the object of developing residential housing projects as specified in its Memorandum of…

The Memorandum of Association defines the scope of activities of a company. Any act done beyond the objects stated in the memorandum is ultra vires and void. The doctrine of ultra vires, established in Ashbury Railway Carriage and Iron Co. Ltd. vs. Riche, holds that an act beyond the powers of the company cannot be ratified even by unanimous consent of all shareholders. Such acts are wholly void and cannot bind the company. In the instant case, the object clause of Sunrise Infrastructure Ltd. restricted the company’s business to real estate development. However, the directors diverted funds into speculative share trading, which was not included in the memorandum. This activity was therefore beyond the powers conferred on the company. Therefore, the directors’ action is ultra vires the company and, therefore, void. The company is not bound by such acts, and the funds utilized for speculative purposes can be recovered. The doctrine of ultra vires protects shareholders and creditors by ensuring that the company’s capital is used only for authorized purposes.