Washington State regulates securities under the Washington Securities Act, enforced by the Securities Division of the Department of Financial Institutions (DFI). Washington's technology sector and active startup ecosystem make blue sky compliance important for capital raises and M&A transactions in the state.
Washington allows registration by coordination, qualification, or notice filing for federal covered securities. Reg D Rule 506 offerings require Form D notice filing with the DFI Securities Division. Filing fee is $300, due within 15 days of first sale.
Understanding the core regulatory framework in Washington:
Securities must be registered before offer or sale unless exempt under the Securities Act of Washington
The Securities Division has authority to investigate and bring enforcement actions
Anti-fraud provisions under RCW 21.20.010 are broadly construed
Washington requires registration of broker-dealers and investment advisers
The DFI maintains an active enforcement and investor education program
Washington provides the following exemptions from full securities registration:
Washington imposes civil penalties up to $10,000 per violation, criminal penalties including felony charges for willful violations, investor rescission rights, treble damages in certain fraud cases, and administrative sanctions. The DFI can issue cease-and-desist orders and revoke registrations.
Washington's technology sector, anchored by Seattle, generates significant M&A activity. Transactions involving Washington-based shareholders or investors require compliance when stock is part of the consideration. Acquisition Stars handles Washington DFI filings for multi-state transactions.
Acquisition Stars handles blue sky compliance, M&A transactions, and securities offerings nationwide. Managing partner Alex Lubyansky provides direct counsel on every engagement.
Common questions about Washington blue sky laws and securities compliance
Our managing partner provides selective securities and M&A counsel for transactions involving Washington blue sky law compliance. Submit your transaction details for a preliminary assessment.
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