(1) As used in this section:

(a) "Agent" means any director, officer, or employee of an entity, or any other person who is authorized to act on behalf of the entity;

(b) "Entity" includes any domestic entity formed under or governed as to its internal affairs by Title 23, 23B, 24, or 25 RCW or any foreign business entity formed under or governed as to its internal affairs by the laws of a jurisdiction other than this state;

(c) "Governor" has the same meaning as provided in RCW 23.95.105.

(d) "High managerial agent" means a governor or person in a position of comparable authority in an entity not governed by chapter 23.95 RCW, and any other agent who manages subordinate employees.

(2) An entity is guilty of an offense when:

(a) The conduct constituting the offense consists of an omission to discharge a specific duty of performance imposed on entities by law; or

(b) The conduct constituting the offense is engaged in, authorized, solicited, requested, commanded, or tolerated by a high managerial agent acting within the scope of his or her duties and on behalf of the entity; or

(c) The conduct constituting the offense is engaged in by an agent of the entity, other than a high managerial agent, while acting within the scope of his or her duties and on behalf of the entity and (i) the offense is a gross misdemeanor or misdemeanor, or (ii) the offense is one defined by a statute which clearly indicates a legislative intent to impose such criminal liability on an entity.

(3) A person is criminally liable for conduct constituting an offense which he or she performs or causes to be performed in the name of or on behalf of an entity to the same extent as if such conduct were performed in his or her own name or behalf.

(4) Whenever a duty to act is imposed by law upon an entity, any agent of the entity who knows he or she has or shares primary responsibility for the discharge of the duty is criminally liable for a reckless omission or, if a high managerial agent, criminally negligent omission to perform the required act to the same extent as if the duty were by law imposed directly upon such agent.

(5) Every entity, whether foreign or domestic, which shall violate any provision of RCW 9A.28.040, shall forfeit every right and franchise to do business in this state. The attorney general shall begin and conduct all actions and proceedings necessary to enforce the provisions of this subsection.

Short title—2019 c 211: See note following RCW 10.01.090.