Ultra vires doktrina i pravna sposobnost privrednih društava
Ultra vires doctrine and legal capacity of companies

Summary/Abstract: Ultra vires doctrine encompasses legal acts of the company that fall outside the activities defined in the articles of incorporation. The author in this paper analyses the reasons for introduction of this doctrine in company law. In the beginning the protection of state interests were emphasized as the main reason, and later the dominant explanation became the need for protection of members (investors) and creditors of the company. In the second part of this paper it has been shown how gradually the effects of this doctrine have been reduced by practice and lawmakers in comparative law. Finally, in the last part, the author elaborated the development of ultra vires doctrine, firstly in Yugoslav and later on in Montenegrin law. De lege lata Montenegrin solutions have been criticized, as well as the relevant provision of the pending Draft of the new Law on partnerships and companies.

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