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SB 6358 - Corporate powers

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Section 1

The definitions in this section apply throughout this title and Titles 23 and 24 RCW unless the context clearly requires otherwise.

  1. "Ballot measure activity" means making a contribution or expenditure to directly or indirectly support or oppose passage of a ballot measure.

  2. "Corporation" means an entity whose existence or limited liability shield is conferred by the laws of this state and includes, but is not limited to, the following:

    1. A corporation;

    2. A nonprofit corporation;

    3. A limited liability company;

    4. A limited partnership; and

    5. A limited liability partnership.

  3. "Election activity" means making a contribution or expenditure to directly or indirectly support or oppose the nomination or election of any candidate, or to directly or indirectly support or oppose the interests of any political party or organization.

Section 2

The definitions in section 1 of this act apply to this title and Titles 23 and 24 RCW, and unless otherwise provided by law, to all entities formed, organized, or authorized under this title or under any other general law of this state conferring corporate or entity powers.

Section 3

  1. Upon the effective date of this section, all powers, privileges, and capacities previously granted to corporations under the laws of this state are revoked in their entirety and a corporation operating under the jurisdiction of this state shall possess only those powers, privileges, and capacities specifically granted by this title and Titles 23 and 24 RCW.

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      1. A corporation has perpetual duration and succession in its name.

      2. A corporation possesses every power held by an individual to do all things necessary or convenient to carry out its business and affairs, except to the extent that its articles of incorporation expressly restrict the exercise of such powers.

      3. The powers granted in this subsection do not grant any power to engage in ballot measure activity or election activity.

    2. A corporation organized under this title or Title 23 or 24 RCW has no powers beyond those expressly granted.

    3. This chapter does not grant or recognize any power to engage in any election activity or ballot measure activity.

  3. Any act undertaken by a corporation that lies outside the powers granted in this title and Titles 23 and 24 RCW is ultra vires and void. A corporation that exercises a power not granted under this title and Titles 23 and 24 RCW forfeits all corporate privileges, including limited liability and perpetual duration.

  4. A foreign or out-of-state corporation that directly or indirectly undertakes, finances, or directs an election activity or ballot measure activity in this state is conclusively deemed to be transacting business in this state for purposes of jurisdiction and enforcement.

  5. Notwithstanding any other law, this chapter does not invalidate or impair any existing contract, debt instrument, security, or other legal obligation entered into before the effective date of this section.

Section 5

If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application of the provision to other persons or circumstances is not affected.

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