Generally, officers of a company are not personally liable for any acts of the company, as long as the company is properly registered or incorporated.
There are a few exceptions that apply:
An officer of a corporation is liable for a tort committed in the course and within the scope of his official duties to the corporation, the same as any other agent or servant is liable for his torts. Dodson v. Economy Equip. Co, 188 Wash. 340, 343, 62 P.2d 708 (1936), Messenger v. Frye, 176 Wash. 291, 28 P.2d 1023 (1934).
While generally, officer of a corporation who takes no part whatever in a tort committed by the corporation is not personally liable to third persons for such tort, this immunity vanishes if such corporate officer knowingly participated in, cooperated in the doing of, or directed that the acts be done.
Corporate officers are also not personally and civilly immune from the fraud of the corporation even though not personally participating in or making the statements or misrepresentations upon which the claim of fraud is based, if they sanction or approve or adopt the false statements or misrepresentations; or, as officers, if they know that false and fraudulent misrepresentations were being made for and on behalf of the corporation; or if they exercise such close control, direction and management of the corporation that the law as a matter of elemental justice ought to charge them with knowledge of such fraud.
Additionally, under Washington’s wage payment laws, “any employer and any officer, vice principal, or agent of any employer” who “willfully and with an intent to deprive employee of any part of his wages” withholds wages unlawfully and is liable in a civil action for twice the amount of wages unlawfully withheld, together with the employee’s reasonable attorneys’ fees and costs. RCW 49.52.050, 49.52.070. In Schilling v. Radio Holdings, Inc., 136 Wn.2d 152, 961 P.2d 371 (1998), the Washington Supreme Court had interpreted “willful” in this context to mean “merely that the person knows what he is doing, intends to do what he is doing, and is a free agent.”
Other circumstances may also apply where an officer of a company is held personally liable.
