Earlier this month, we analyzed House Bill 2191, the proposed legislation that would significantly expand wage and benefit liability in Washington’s construction industry. On January 28, 2026, lawmakers released a substitute version of the bill (HB 2191‑S) that makes several important changes. Although the substitute preserves the bill’s core objective—expanded accountability for unpaid wages and benefits—it narrows and clarifies key provisions that raised concerns for general contractors and project owners.
This update summarizes the most significant changes in HB 2191‑S and highlights practical compliance steps contractors should begin considering as the bill continues to advance.
At a high level, the substitute bill preserves the legislature’s overarching goal: ensuring that construction workers are paid all wages and benefits owed to them, even when their direct employer fails to do so, allowing workers employed by subcontractors to seek recovery from parties higher up the contracting chain in certain circumstances.
For general contractors, this means the fundamental risk identified in the original bill remains: upstream parties may face liability for wage and benefit violations they did not directly commit. The substitute bill, however, refines how far that liability extends and under what conditions it may be imposed.
1. Narrower Property Owner Liability
One of the most significant revisions in HB 2191‑S is the narrowing of property owner liability. The original bill would have exposed many private owners to joint and several liability for unpaid wages and benefits, raising concerns for developers, investors, and even individuals undertaking modest construction projects. The substitute bill expands and clarifies exemptions for certain owners, including:
- Owner‑occupied principal residences; and
- Smaller residential and commercial properties (generally five or fewer units on a single parcel).
These changes meaningfully reduce exposure for small and individual owners while maintain exposure and liability for larger, private commercial projects. Public owners—state, local, and tribal governments—remain exempt.
2. More Defined Upstream Contractor Exposure
The substitute bill also clarifies how liability flows among contractors. This change limits the “domino effect” concern raised by the original bill, under which multiple upstream entities could be fully liable for the same unpaid wages regardless of their role or control. While workers may still seek recovery beyond their direct employer, HB 2191‑S draws clearer distinctions between:
- Direct contractors, who remain the primary upstream target; and
- Upper‑tier subcontractors, who may face liability, but are not jointly and severally liable with each other.
3. Clarification of Individual Liability
The original bill also raised concerns about personal liability for officers, directors, and managers, appearing to impose such liability broadly and without a willfulness standard.
The substitute bill narrows this approach by more closely tying individual liability to actual authority and control over wage‑payment practices. While personal exposure remains a risk for those with meaningful operational or financial control, the revised language reduces the likelihood that passive executives or nominal officers will be automatically swept in.
4. Improved Clarity Around Collective Bargaining Agreement (CBA) Exemptions
The original bill included a potentially significant exemption for projects covered by a “qualifying” collective bargaining agreement, but failed to define what made a CBA “qualifying” or who would make that determination—creating substantial compliance uncertainty for union contractors.
HB 2191‑S adds clarity by more clearly identifying the wage, benefit, and enforcement characteristics required for a CBA to qualify. The substitute bill clarifies that a qualifying CBA must affirmatively establish wages and fringe benefits for the covered work, rather than merely referencing compensation in general terms. It also requires that the agreement include a grievance and dispute‑resolution process through which workers can pursue unpaid wages and benefits via contractual enforcement.
Although questions remain—such as how courts will treat mixed‑coverage projects, whether subcontractor CBAs must independently qualify, and how compliance will be assessed when contractual remedies exist but are not invoked—the exemption is now substantially more workable and far less speculative than in the original bill
5. Procedural Guardrails and Opportunity to Address Nonpayment
Finally, the substitute bill introduces procedural refinements that were absent from the original draft. These include notice‑related provisions and opportunities for upstream parties to address alleged nonpayment before litigation escalates. While not a full safe harbor, these changes reduce the risk of immediate surprise liability.
Practical Compliance Steps Contractors Should Consider Now
Even in its revised form, HB 2191‑S would represent a meaningful shift in risk allocation in Washington construction projects. Contractors would be well served to begin planning now. Key steps include:
1. Re‑Evaluate Subcontractor Due Diligence
Contractors should expect increased pressure to demonstrate that they took reasonable steps to work with compliant subcontractors. This may include:
- Enhanced prequalification focused on payroll practices and financial stability;
- Reviewing prior wage‑and‑hour violations or enforcement actions; and
- Requiring certifications regarding wage and benefit compliance.
2. Strengthen Contractual Protections
Existing subcontract agreements may not adequately address the expanded risks contemplated by HB 2191‑S. Contractors should consider:
- Explicit wage and benefit compliance representations;
- Robust indemnification provisions;
- Audit and record‑access rights; and
- Clear termination rights for noncompliance.
3. Prepare for Increased Documentation and Oversight
Even without a formal certified payroll mandate, contractors should anticipate a need for greater visibility into subcontractor payment practices. Internal processes may need to be adjusted to track:
- Fringe benefit contributions;
- Timeliness of wage payments; and
- Resolution of worker complaints.
4. Review Officer and Management Exposure
Given the potential for individual liability, companies should assess who exercises control over payroll, contracting, and financial decisions. Clear delegation, documented compliance efforts, and training may help reduce individual exposure.
5. Evaluate the Role of CBAs Early
For union contractors, the clarified CBA exemption may be an important risk‑management tool. Contractors should review existing agreements now to determine whether they meet the substitute bill’s criteria and consider whether adjustments are warranted.
Looking Ahead
HB 2191‑S reflects a legislative effort to balance worker protections with industry concerns—but it still represents a substantial change from existing law. While further amendments remain possible, the direction of travel is clear: general contractors will increasingly be expected to act as compliance gatekeepers, not just project managers.
Contractors operating in Washington should monitor the bill closely and begin adapting compliance strategies now rather than waiting for final passage. Early preparation will be critical to managing both legal risk and project costs in this evolving regulatory environment.
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