QUESTION

Can my business that is registered to offer services (mostly B2B), also start selling physical products (mainly B2C)?

Asked on Feb 13th, 2020 on Business Law - Ohio
More details to this question:
I have a small business registered in Ohio that was originally set up to offer services to B2B. Just wondering if I can also start selling physical products, even in an unrelated industry. I contacted the Secretary of State about it and they said they didn't have a problem with it, but that I should consult a lawyer for legal advice. Are there any legal issues I could face by offering both?
Report Abuse

1 ANSWER

The short answer is yes, your business can operate in areas and types of business outside your company's stated business purpose. The longer answer is that this is generally known as the doctrine of ultra vires. An action by a corporation is considered ultra vires when it is outside the authority of the corporation. Thus, in jurisdictions that have adopted the ultra vires standard, any of these actions by a corporation are not binding, since a corporation cannot do more than it is authorized to do. Generally the ultra vires doctrine is a defense to an obligation owed by someone to a corporation.  However, Ohio explicitly excludes the ultra vires doctrine through R.C. 1701.13(H). This provision does not allow for any company to use the ultra vires, or outside of the stated business purpose, defense to void a contract or other obligation owed to your corporation.
Answered on Feb 17th, 2020 at 5:59 AM

Report Abuse

Ask a Lawyer

Consumers can use this platform to pose legal questions to real lawyers and receive free insights.

Participating legal professionals get the opportunity to speak directly with people who may need their services, as well as enhance their standing in the Lawyers.com community.

0 out of 150 characters