Revised Code of Washington

Wash. Rev. Code § 23B.08.320 (2026)

Limitation on liability of directors

✓ current as of May 2026

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The articles of incorporation may contain provisions not inconsistent with law that eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director, provided that such provisions shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating RCW 23B.08.310, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

[ 1989 c 165 s 99.]

Notes of Decisions

Cited in 3 cases (1 in the last 5 years), 2003–2025 · leading case: Grassmueck v. Barnett, 281 F. Supp. 2d 1227 (W.D. Wash. 2003).

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Grassmueck v. Barnett, 281 F. Supp. 2d 1227 (W.D. Wash. 2003). · cites it 2× “" Wash. Rev.Code § 23B.08.320. While the Defendants maintain that Plaintiff has not sufficiently pled that the Directors acted intentionally or knowingly, paragraphs 20 and 21 of the Complaint use those very words with respect to the Defendants' actions or inactions.”

Grassmueck v. Barnett, 281 F. Supp. 2d 1227 (W.D. Wash. 2003). · cites it 2× “” Wash. Rev.Code § 23B.08.320. While the Defendants maintain that Plaintiff has not sufficiently pled that the Directors acted intentionally or knowingly, paragraphs 20 and 21 of the Complaint use those very words with respect to the Defendants’ actions or inactions.”

Joe W. Trimm Et Ano, V. Starbucks Corp. (Wash. Ct. App. 2025). · cites it 3× “86734-2-I/5 Here also, Washington’s legislature enacted RCW 23B.08.320, which states that a corporation’s articles of incorporation may eliminate or limit a director’s personal liability for their conduct as a director, provided that their charter “shall not eliminate or limit…”

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