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SB 6358

Momentum Bucket Viable
Legal Title AN ACT Relating to corporate powers;
Bill Description Concerning corporate powers.
What this bill does
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The bill creates a new chapter in Title 23B RCW and establishes a new statutory scheme defining corporate powers. Upon the effective date of Section 3, all powers, privileges, and capacities previously available to corporations under Washington law are revoked and corporations will retain only those powers expressly granted by the new chapter and by Titles 23 and 24 RCW. The new definitions for "corporation," "ballot measure activity," and "election activity" apply throughout this title and Titles 23 and 24 RCW. The act includes a severability clause. The new law expressly states corporations have the normal powers of a person to carry out business except where the articles of incorporation limit those powers, but it excludes any power to engage in ballot measure activity or election activity. Any corporate act outside the granted powers is ultra vires and void, and a corporation that exercises an ungranted power forfeits corporate privileges, including limited liability and perpetual duration. A foreign or out-of-state corporation that directly or indirectly undertakes, finances, or directs election or ballot measure activity in Washington is conclusively deemed to be transacting business in the state for jurisdiction and enforcement purposes. The chapter does not invalidate or impair contracts, debt instruments, securities, or other legal obligations entered into before the effective date of Section 3. The extract does not specify the calendar or statutory effective date for Section 3, and it does not set out procedures or administrative processes for enforcing forfeiture of corporate privileges or for other implementation steps. The text in the provided facts does not show any specific amendments to existing provisions within Titles 23 and 24 beyond application of the definitions.
Why it matters
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If enacted, corporations formed or authorized under Washington law would retain only the powers expressly granted by the new chapter and by Titles 23 and 24 RCW; anything outside those powers would be void and could strip a company of corporate privileges such as limited liability and perpetual existence. The bill expressly removes any corporate power to make contributions or expenditures for ballot measures or election-related activity, and treats any foreign or out-of-state corporation that directly or indirectly finances or directs such activity in Washington as conclusively transacting business here for purposes of jurisdiction and enforcement. Existing contracts, debts, securities, and other obligations entered into before the effective date of Sec. 3 would remain valid. The parties most affected are corporations (including nonprofits, LLCs, limited partnerships, and LLPs) and their owners, directors, and officers, who would face a real risk of losing corporate protections and incurring greater personal liability if the entity engages in ungranted activities—especially political spending. Foreign entities that provide money or direction for Washington ballot or election campaigns would likely be subject to Washington courts and enforcement. The bill does not specify the actual effective date of Sec. 3 or the administrative procedures for declaring forfeiture of corporate privileges, so the timing and mechanics of enforcement are unclear.
Official Documents View Full Bill Text
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SB 6358 Details and Bill Topics

Details

Date Introduced 03/09/2026
Originating Chamber Senate
Biennium 2025-26
Total Campaign Dollars Backing Bill $590,202.25

Bill Topics

BUSINESSES
ELECTIONS

SB 6358 Sponsors and Committee Hearings

Sponsors

Senator Hasegawa (Primary)
Senator Chapman

Committee Hearings

Go to SB 6358 at leg.wa.gov

SB 6358 Bill Timeline

Viable
3/8/2026
SLaw & Justice
First reading, referred to Law & Justice.

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