Abstract
The paper provides a roadmap on how the doctrine of ultra vires has been eroded over time. This paper begins by examining the emergence of the doctrine in company law. The historical account stretches back to the 16th century. It shows how the ultra vires rule was brought into company law by the judiciary to safeguard the interest of shareholders and creditors. The paper then looks at 20th century reforms such as the Companies Act 1989 buttressed by recommendations from various Government commissioned reports such as the Jenkins Committee Report and Prentice report. The paper highlights how judicial confusion, poor legislative craftsmanship and a myopic legislature led to a failure to implement these recommendations. The paper finishes by focusing on the state of ultra vires under the Companies Act 2006. It shows how the abolition of the objects clause has signalled the end of ultra vires. Today, it remains nothing more than a ghost that continued to haunt management.
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