Corporate powers

AN ACT Relating to corporate powers; and adding a new chapter to 1
Title 23B RCW. 2
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:3
NEW SECTION. Sec. 1. The definitions in this section apply 4
throughout this title and Titles 23 and 24 RCW unless the context 5
clearly requires otherwise.6
(1) "Ballot measure activity" means making a contribution or 7
expenditure to directly or indirectly support or oppose passage of a 8
ballot measure. 9
(2) "Corporation" means an entity whose existence or limited 10
liability shield is conferred by the laws of this state and includes, 11
but is not limited to, the following: 12
(a) A corporation; 13
(b) A nonprofit corporation; 14
(c) A limited liability company; 15
(d) A limited partnership; and 16
(e) A limited liability partnership. 17
(3) "Election activity" means making a contribution or 18
expenditure to directly or indirectly support or oppose the 19
nomination or election of any candidate, or to directly or indirectly 20
S-5612.1
SENATE BILL 6358
State of Washington 69th Legislature 2026 Regular Session
By Senators Hasegawa and Chapman
Read first time 03/09/26. Referred to Committee on Law & Justice.
p. 1 SB 6358
support or oppose the interests of any political party or 1
organization. 2
NEW SECTION. Sec. 2. The definitions in section 1 of this act 3
apply to this title and Titles 23 and 24 RCW, and unless otherwise 4
provided by law, to all entities formed, organized, or authorized 5
under this title or under any other general law of this state 6
conferring corporate or entity powers.7
NEW SECTION. Sec. 3. (1) Upon the effective date of this 8
section, all powers, privileges, and capacities previously granted to 9
corporations under the laws of this state are revoked in their 10
entirety and a corporation operating under the jurisdiction of this 11
state shall possess only those powers, privileges, and capacities 12
specifically granted by this title and Titles 23 and 24 RCW.13
(2)(a)(i) A corporation has perpetual duration and succession in 14
its name. 15
(ii) A corporation possesses every power held by an individual to 16
do all things necessary or convenient to carry out its business and 17
affairs, except to the extent that its articles of incorporation 18
expressly restrict the exercise of such powers. 19
(iii) The powers granted in this subsection do not grant any 20
power to engage in ballot measure activity or election activity.21
(b) A corporation organized under this title or Title 23 or 24 22
RCW has no powers beyond those expressly granted. 23
(c) This chapter does not grant or recognize any power to engage 24
in any election activity or ballot measure activity.25
(3) Any act undertaken by a corporation that lies outside the 26
powers granted in this title and Titles 23 and 24 RCW is ultra vires 27
and void. A corporation that exercises a power not granted under this 28
title and Titles 23 and 24 RCW forfeits all corporate privileges, 29
including limited liability and perpetual duration.30
(4) A foreign or out-of-state corporation that directly or 31
indirectly undertakes, finances, or directs an election activity or 32
ballot measure activity in this state is conclusively deemed to be 33
transacting business in this state for purposes of jurisdiction and 34
enforcement. 35
(5) Notwithstanding any other law, this chapter does not 36
invalidate or impair any existing contract, debt instrument, 37
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security, or other legal obligation entered into before the effective 1
date of this section. 2
NEW SECTION. Sec. 4. Sections 1 through 3 of this act 3
constitute a new chapter in Title 23B RCW.4
NEW SECTION. Sec. 5. If any provision of this act or its 5
application to any person or circumstance is held invalid, the 6
remainder of the act or the application of the provision to other 7
persons or circumstances is not affected.8
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