Constitution of Washington (2025 publisher edition) — ARTICLE XII. CORPORATIONS OTHER THAN MUNICIPAL

article-xiiWashington Const. ARTICLE XII. CORPORATIONS OTHER THAN MUNICIPALConstitution

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Publisher edition notice: The publisher identifies this complete compilation as updated December 11, 2025. Its preface, certificate, constitutional amendment history and complete index are preserved; later amendments have not been independently verified.

ARTICLE XII. CORPORATIONS OTHER THAN MUNICIPAL

ARTICLE XII. CORPORATIONS OTHER THAN MUNICIPAL

SECTION 1. CORPORATIONS, HOW FORMED

Corporations may be formed under general laws, but shall not be created by special acts. All laws relating to corporations may be altered, amended or repealed by the legislature at any time, and all corporations doing business in this state may, as to such business, be regulated, limited or restrained by law.

SECTION 2. EXISTING CHARTERS

All existing charters, franchises, special or exclusive privileges, under which an actual and bona fide organization shall not have taken place, and business been commenced in good faith, at the time of the adoption of this Constitution shall thereafter have no validity.

SECTION 3. EXISTING CHARTERS NOT TO BE EXTENDED NOR FORFEITURE REMITTED

The legislature shall not extend any franchise or charter, nor remit the forfeiture of any franchise or charter of any corporation now existing, or which shall hereafter exist under the laws of this state.

SECTION 4. LIABILITY OF STOCKHOLDERS

Each stockholder in all incorporated companies, except corporations organized for banking or insurance purposes, shall be liable for the debts of the corporation to the amount of his unpaid stock and no more; and one or more stockholders may be joined as parties defendant in suits to recover upon this liability.

SECTION 5. TERM "CORPORATION," DEFINED — RIGHT TO SUE AND BE SUED

The term corporations, as used in this article, shall be construed to include all associations and joint stock companies having any powers or privileges of corporations not possessed by individuals or partnerships, and all corporations shall have the right to sue and shall be subject to be sued, in all courts, in like cases as natural persons.

SECTION 6. LIMITATIONS UPON ISSUANCE OF STOCK

Corporations shall not issue stock, except to bona fide subscribers therefor, or their assignees; nor shall any corporation issue any bond, or other obligation, for the payment of money, except for money or property received or labor done. The stock of corporations shall not be increased, except in pursuance of a general law, nor shall any law authorize the increase of stock, without the consent of the person or persons holding the larger amount in value of the stock, nor without due notice of the proposed increase having been previously given in such manner as may be prescribed by law. All fictitious increase of stock or indebtedness shall be void.

SECTION 7. FOREIGN CORPORATIONS

No corporation organized outside the limits of this state shall be allowed to transact business within the state on more favorable conditions than are prescribed by law to similar corporations organized under the laws of this state.

SECTION 8. ALIENATION OF FRANCHISE NOT TO RELEASE LIABILITIES

No corporation shall lease or alienate any franchise, so as to relieve the franchise, or property held thereunder, from the liabilities of the lessor, or grantor, lessee, or grantee, contracted or incurred in the operation, use, or enjoyment of such franchise or any of its privileges.

SECTION 9. STATE NOT TO LOAN ITS CREDIT OR SUBSCRIBE FOR STOCK

The state shall not in any manner loan its credit, nor shall it subscribe to, or be interested in the stock of any company, association or corporation.

SECTION 10. EMINENT DOMAIN AFFECTING

The exercise of the right of eminent domain shall never be so abridged or construed as to prevent the legislature from taking the property and franchises of incorporated companies, and subjecting them to public use the same as the property of individuals.

SECTION 11. STOCKHOLDER LIABILITY

No corporation, association, or individual shall issue or put in circulation as money anything but the lawful money of the United States. Each stockholder of any banking or insurance corporation or joint stock association shall be individually and personally liable equally and ratably, and not one for another, for all contracts, debts, and engagements of such corporation or association accruing while they remain such stockholders, to the extent of the amount of their stock therein at the par value thereof, in addition to the amount invested in such shares.
The legislature may provide that stockholders of banking corporations organized under the laws of this state which shall provide and furnish, either through membership in the Federal Deposit Insurance Corporation, or through membership in any other instrumentality of the government of the United States, insurance or security for the payment of the debts and obligations of such banking corporation equivalent to that required by the laws of the United States to be furnished and provided by national banking associations, shall be relieved from liability for the debts and obligations of such banking corporation to the same extent that stockholders of national banking associations are relieved from liability for the debts and obligations of such national banking associations under the laws of the United States. [AMENDMENT 16, 1939 Senate Joint Resolution No. 8, p 1024. Approved November, 1940.]

NOTES:

Original text — Art. 12 Section 11 PROHIBITION AGAINST ISSUANCE OF MONEY AND LIABILITY OF STOCKHOLDERS IN BANKS — No corporation, association, or individual shall issue or put in circulation as money anything but the lawful money of the United States. Each stockholder of any banking or insurance corporation or joint stock association, shall be individually and personally liable equally and ratably and not one for another, for all contracts, debts and engagements of such corporation or association accruing while they remain such stockholders to the extent of the amount of their stock therein at the par value thereof, in addition to the amount invested in such shares.

SECTION 12. RECEIVING DEPOSITS BY BANK AFTER INSOLVENCY

Any president, director, manager, cashier, or other officer of any banking institution, who shall receive or assent to the reception of deposits, after he shall have knowledge of the fact that such banking institution is insolvent or in failing circumstances, shall be individually responsible for such deposits so received.

SECTION 13. COMMON CARRIERS, REGULATION OF

All railroad, canal and other transportation companies are declared to be common carriers and subject to legislative control. Any association or corporation organized for the purpose, under the laws of this state, shall have the right to connect at the state line with railroads of other states. Every railroad company shall have the right with its road, whether the same be now constructed or may hereafter be constructed, to intersect, cross or connect with any other railroad, and when such railroads are of the same or similar gauge they shall at all crossings and at all points, where a railroad shall begin or terminate at or near any other railroad, form proper connections so that the cars of any such railroad companies may be speedily transferred from one railroad to another. All railroad companies shall receive and transport each the other's passengers, tonnage and cars without delay or discrimination.

SECTION 14. PROHIBITION AGAINST COMBINATIONS BY CARRIERS

[Repealed by AMENDMENT 67, 1977 House Joint Resolution No. 57, p 1714. Approved November 8, 1977.]

NOTES:

Original text — Art. 12 Section 14 PROHIBITION AGAINST COMBINATIONS BY CARRIERS — No railroad company, or other common carrier, shall combine or make any contract with the owners of any vessel that leaves port or makes port in this state, or with any common carrier, by which combination or contract the earnings of one doing the carrying are to be shared by the other not doing the carrying.

SECTION 15. PROHIBITION AGAINST DISCRIMINATING CHARGES

No discrimination in charges or facilities for transportation shall be made by any railroad or other transportation company between places or persons, or in the facilities for the transportation of the same classes of freight or passengers within this state, or coming from or going to any other state. Persons and property transported over any railroad, or by any other transportation company, or individual, shall be delivered at any station, landing or port, at charges not exceeding the charges for the transportation of persons and property of the same class, in the same direction, to any more distant station, port or landing. Excursion and commutation tickets may be issued at special rates.

SECTION 16. PROHIBITION AGAINST CONSOLIDATING OF COMPETING LINES

No railroad corporation shall consolidate its stock, property or franchises with any other railroad corporation owning a competing line.

SECTION 17. ROLLING STOCK, PERSONALTY FOR PURPOSE OF TAXATION

The rolling stock and other movable property belonging to any railroad company or corporation in this state, shall be considered personal property, and shall be liable to taxation and to execution and sale in the same manner as the personal property of individuals and such property shall not be exempted from execution and sale.

SECTION 18. RATES FOR TRANSPORTATION

The legislature may pass laws establishing reasonable rates of charges for the transportation of passengers and freight, and to correct abuses and prevent discrimination and extortion in the rates of freight and passenger tariffs on the different railroads and other common carriers in the state, and shall enforce such laws by adequate penalties. A railroad and transportation commission may be established and its powers and duties fully defined by law. [AMENDMENT 66, 1977 House Joint Resolution No. 55, p 1713. Approved November 8, 1977.]

NOTES:

Original text — Art. 12 Section 18 MAXIMUM RATES FOR TRANSPORTATION — The legislature shall pass laws establishing reasonable maximum rates of charges for the transportation of passengers and freight, and to correct abuses and prevent discrimination and extortion in the rates of freight and passenger tariffs on the different railroads and other common carriers in the state, and shall enforce such laws by adequate penalties. A railroad and transportation commission may be established and its powers and duties fully defined by law.

SECTION 19. TELEGRAPH AND TELEPHONE COMPANIES

Any association or corporation, or the lessees or managers thereof, organized for the purpose, or any individual, shall have the right to construct and maintain lines of telegraph and telephone within this state, and said companies shall receive and transmit each other's messages without delay or discrimination and all of such companies are hereby declared to be common carriers and subject to legislative control. Railroad corporations organized or doing business in this state shall allow telegraph and telephone corporations and companies to construct and maintain telegraph lines on and along the rights of way of such railroads and railroad companies, and no railroad corporation organized or doing business in this state shall allow any telegraph corporation or company any facilities, privileges or rates for transportation of men or material or for repairing their lines not allowed to all telegraph companies. The right of eminent domain is hereby extended to all telegraph and telephone companies. The legislature shall, by general law of uniform operation, provide reasonable regulations to give effect to this section.

NOTES:

Eminent domain: Art. 1 Section 16.

SECTION 20. PROHIBITION AGAINST FREE TRANSPORTATION FOR PUBLIC OFFICERS

No railroad or other transportation company shall grant free passes, or sell tickets or passes at a discount, other than as sold to the public generally, to any member of the legislature, or to any person holding any public office within this state. The legislature shall pass laws to carry this provision into effect.

SECTION 21. EXPRESS COMPANIES

Railroad companies now or hereafter organized or doing business in this state, shall allow all express companies organized or doing business in this state, transportation over all lines of railroad owned or operated by such railroad companies upon equal terms with any other express company, and no railroad corporation organized or doing business in this state shall allow any express corporation or company any facilities, privileges or rates for transportation of men or materials or property carried by them or for doing the business of such express companies not allowed to all express companies.

SECTION 22. MONOPOLIES AND TRUSTS

Monopolies and trusts shall never be allowed in this state, and no incorporated company, copartnership, or association of persons in this state shall directly or indirectly combine or make any contract with any other incorporated company, foreign or domestic, through their stockholders, or the trustees or assignees of such stockholders, or with any copartnership or association of persons, or in any manner whatever for the purpose of fixing the price or limiting the production or regulating the transportation of any product or commodity. The legislature shall pass laws for the enforcement of this section by adequate penalties, and in case of incorporated companies, if necessary for that purpose, may declare a forfeiture of their franchises.

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