WA

Washington Blue Sky Laws

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.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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Washington Securities Regulatory Overview

Regulatory Body
Washington Department of Financial Institutions, Securities Division
Primary Statute
Securities Act of Washington (RCW 21.20)

Registration Requirements

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.

Key Provisions of Washington Securities Law

Understanding the core regulatory framework in Washington:

1

Securities must be registered before offer or sale unless exempt under the Securities Act of Washington

2

The Securities Division has authority to investigate and bring enforcement actions

3

Anti-fraud provisions under RCW 21.20.010 are broadly construed

4

Washington requires registration of broker-dealers and investment advisers

5

The DFI maintains an active enforcement and investor education program

Available Exemptions in Washington

Washington provides the following exemptions from full securities registration:

  • Federal covered securities (Reg D Rule 506, Reg A+ Tier 2, exchange-listed) with notice filing
  • Isolated nonissuer transactions
  • Sales to institutional investors (banks, insurance companies, pension funds)
  • Small offering exemptions under WAC rules
  • Government securities

Penalties for Non-Compliance in Washington

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.

How Washington Blue Sky Laws Affect Your Transaction

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 works with securities counsel on Washington DFI filings for multi-state transactions.

Need Help With a Washington Securities Transaction?

Acquisition Stars handles M&A transactions nationwide and works with securities counsel on blue sky compliance and securities offerings. Senior attorney Alex Lubyansky provides direct counsel on every M&A engagement. We tell you who would handle your matter before any introduction, and you decide whether to proceed.

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Need Help With a Washington Securities Transaction?

Submit your transaction details for a preliminary assessment. We help with the M&A side of the transaction and work with securities counsel on multi-state filings for Reg D, Reg A+, and Reg CF offerings involving Washington.

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Frequently Asked Questions

Common questions about Washington blue sky laws and securities compliance

What is Washington's Reg D filing fee?
Washington charges $300 for Reg D Rule 506 notice filings with the DFI Securities Division.
Who enforces Washington securities laws?
The Securities Division of the Department of Financial Institutions (DFI) enforces Washington's blue sky laws.
Does Washington conduct merit review?
Washington does not apply merit review to Reg D Rule 506 offerings. Only notice filing is required for federal covered securities.

Blue Sky Laws in Nearby States

Oregon Blue Sky Laws OR
California Blue Sky Laws CA
Idaho Blue Sky Laws ID
Alaska Blue Sky Laws AK
View all 50 state blue sky law guides →

Related M&A Resources

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Need Help With Securities Compliance in Washington?

Our managing partner provides selective M&A counsel and works with securities counsel on transactions involving Washington blue sky law compliance. Submit your transaction details for a preliminary assessment.

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