Franchise Acquisition Lawyer in Washington

Acquisition Stars advises buyers and sellers on franchise acquisition lawyer matters across Washington.

Serving 11 markets across Washington. Alex Lubyansky on every engagement.

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Franchise Acquisition Lawyer Practice in Washington

Acquisition Stars advises buyers and sellers on franchise acquisition lawyer matters across Washington. Alex Lubyansky handles every engagement personally, bringing 15+ years of M&A experience to transactions of varying complexity, from lower-middle-market deals to multi-party structures. Washington enacted a non-compete reform law in 2020 requiring salary thresholds and limiting duration to 18 months. The state also imposes a Business and Occupation (B&O) tax based on gross receipts rather than net income, which can affect deal modeling. Whether you are acquiring a business, selling a company you have built, or navigating a complex transaction, the firm's approach is the same: one experienced attorney on every deal, no handoffs to junior associates.

Washington Transaction Considerations

  • Washington's B&O tax is a gross receipts tax with no deductions for cost of goods sold or business expenses, which can significantly affect the after-tax economics of high-revenue, low-margin business acquisitions
  • Washington's capital gains tax (7% on gains over $262,000) directly affects seller proceeds in M&A transactions, though certain types of gains (including some real estate) are exempt
  • As a community property state, spousal consent is required for transfers of community property business interests, adding documentation requirements to deal closings

Discuss Your Washington Transaction

Share the basics. Alex reviews every inquiry personally and responds within one business day.

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Washington Legal Framework for Franchise Acquisition Law

Non-Compete Agreements

Restricted by salary threshold ($116,593+ employees). 18-month presumptive maximum. Garden leave required for terminated employees.

Restricted under RCW 49.62 (effective January 1, 2020). Non-competes are prohibited for employees earning less than $116,593.18 annually (2024 threshold, adjusted annually) and for independent contractors earning less than $291,483 annually. Non-competes exceeding 18 months are presumptively unreasonable. Employers must disclose the non-compete terms at or before the time of hire. Employees who are terminated (as opposed to voluntarily leaving) must be paid their base salary during the restriction period. The sale-of-business exception is preserved.

Tax Considerations

Washington has no corporate income tax and no personal income tax. The state imposes a Business & Occupation (B&O) Tax, a gross receipts tax at rates varying by business classification (0.138% to 3.3%). As a community property state, spousal consent is required for transfers of community property business assets. Washington enacted a 7% capital gains tax on gains exceeding $262,000 (2024 threshold), which was upheld by the state supreme court.

Filing Requirements

Entity mergers and conversions must be filed with the Washington Secretary of State. Annual reports are required. The Department of Revenue handles B&O tax registration and capital gains tax compliance.

Bulk Sales / Asset Purchases

Washington has repealed UCC Article 6 (Bulk Sales). Washington Revenue and Taxation statutes permit the Department of Revenue to pursue successor liability against asset purchasers for the seller's unpaid taxes. A tax clearance certificate should be obtained before closing.

Franchise Acquisition Lawyer in Washington: Frequently Asked Questions

Does Acquisition Stars handle franchise acquisition law matters throughout Washington?

Yes. Acquisition Stars is a nationwide M&A and securities law firm. Alex Lubyansky represents clients in Washington directly, handling every engagement personally without delegating to junior attorneys. We work with clients in every major metro and smaller markets throughout the state.

How do Washington non-compete laws affect business acquisitions and sales?

Restricted under RCW 49.62 (effective January 1, 2020). Non-competes are prohibited for employees earning less than $116,593.18 annually (2024 threshold, adjusted annually) and for independent contractors earning less than $291,483 annually. Non-competes exceeding 18 months are presumptively unreasonable. Employers must disclose the non-compete terms at or before the time of hire. Employees who are terminated (as opposed to voluntarily leaving) must be paid their base salary during the restriction period. The sale-of-business exception is preserved.

What are the key Washington tax considerations in a business transaction?

Washington has no corporate income tax and no personal income tax. The state imposes a Business & Occupation (B&O) Tax, a gross receipts tax at rates varying by business classification (0.138% to 3.3%). As a community property state, spousal consent is required for transfers of community property business assets. Washington enacted a 7% capital gains tax on gains exceeding $262,000 (2024 threshold), which was upheld by the state supreme court.

Does Washington have a Bulk Sales Act that affects asset purchases?

Washington has repealed UCC Article 6 (Bulk Sales). Washington Revenue and Taxation statutes permit the Department of Revenue to pursue successor liability against asset purchasers for the seller's unpaid taxes. A tax clearance certificate should be obtained before closing.

What should Washington business owners look for in an M&A attorney?

Look for an attorney with genuine transaction experience, not just corporate formation work. Verify that the attorney has handled deals similar in size and structure to yours. In Washington, confirm the attorney understands state-specific issues including Washington's non-compete framework, successor liability rules, and any industry-specific regulations. At Acquisition Stars, Alex Lubyansky personally handles every engagement, which means you get direct access to the same attorney from letter of intent through closing.

Ready to Discuss Your Washington Deal?

Alex Lubyansky handles every franchise acquisition law engagement personally.

15+ years of M&A experience. Nationwide practice. One attorney on every deal.

Request Engagement Assessment

We review every transaction inquiry within one business day.

Your information is kept strictly confidential and will never be shared. Privacy Policy

One attorney on every deal. Nationwide. 15+ years of M&A experience.