HRS §414D-54
When a corporation's actions can be challenged
Read the official text at capitol.hawaii.gov ↗This section says that normally you cannot challenge a corporation's action just because it lacked the power to do it. But in some cases, the action can be challenged in court, either to stop it before it happens or to hold a person responsible. Only certain people can bring these challenges.
employees
The statute, as written — Ultra vires
A copy, taken August 20, 2026. The version published by the Legislature is the one that governs, and it may have changed since. Check it before relying on anything here.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding. (c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver, a trustee, or other legal representative, or in the case of a public benefit corporation, by the attorney general.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.