Issues Related To Ultra Vires Of Corporate President

System of corporate president is an important part of corporation statutes. Corporate president tops the important position within the power of company. How to control ultra vires of corporate president and protect rights and interests of company are researchable legal issues. This dissertation does research on the nature of representative right from the perspective of relationship between company and its corporate president. Upon that basis, this dissertation indicates the whole course, during which the legal concept of ultra vires has been formulated, and then analyzes its legal characteristics, forms of expression and legal consequence.There are two different doctrines with respect to relationship between company and corporate president. One is the doctrine of "represent" and the other is doctrine of "agent". As the matter of fact, right of representation is the same of right of agent. Both have shortcomings either in theory or in practice. Doctrine of "appoint" shall be adopted to reflect such relationship. General Rules Of Civil Law and civil law theory adopted the doctrine of "represent" and no concept of ultra vires was established. Company Law provided that ultra vires leaded to personal liability borne by corporate president and concept of ultra vires was formulated at that time. Contract Law set up a system to make an act of agency effective if the counterpart had reasons to trust the agency's right though the actor had no power of agency or overstepped the power of agency. Upon basis of this system, personal liability of corporate president responsible for outside parties was established andconcept of ultra vires developed. Typical forms of ultra vires include: actions beyond purpose and power of company, actions beyond the limitation to the power of corporate president stimulated by laws and regulations and actions beyond the provisions of articles of association and bylaws. Legal consequences, which influence company, corporate president and counter party, are different under various circumstances. For the purpose of controlling ultra vires of corporate president, it is necessary to amend and modify relevant laws and regulations, to enhance system of control inside company and to amplify articles of association.