SB 6358

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