If you’re a small business owner in Washington State thinking about selling your company, there’s a new legal requirement you need to know about. Effective July 27, 2025, Washington became the first state in the nation to enact a broad pre-merger notification law.

Source: Uniform Law Commission, https://www.uniformlaws.org/committees/community-home?CommunityKey=6bf5d101-d698-4c72-b7c1-0191302a6a95

This new law, known as the Uniform Antitrust Premerger Notification Act (APNA), adds a state-level filing requirement for certain mergers and acquisitions that already trigger federal antitrust review under the Hart-Scott-Rodino (HSR) Act (15 U.S.C. § 18a). Here’s what you need to know:

Who Needs to File Under the New Rule?

You must file with the Washington Attorney General’s Office if your transaction:

1. Triggers a federal HSR filing; and
2. Meets any of the following criteria:
   • One of the parties has its principal place of business in Washington.
   • One of the parties has net sales in Washington of at least $25.3 million (20% of the current HSR threshold).
   • One of the parties is a healthcare provider or organization doing business in Washington.

What Does the Filing Involve?

• You must submit a copy of your federal HSR form to the Washington Attorney General at the same time you file with federal regulators.
• If your principal place of business is in Washington, you’ll also need to submit additional documents, such as transaction agreements and financials, either upfront or upon request.
• No filing fee is required for the Washington submission.
• There is no additional waiting period imposed by the state, meaning you can still close your deal after the federal waiting period ends.

Why This Matters to You

This law is designed to give Washington’s Attorney General a head start in reviewing deals that could affect local competition. While it’s not intended to block deals outright, it adds a layer of compliance that could slow down your transaction timeline.

Failing to file can result in civil penalties of up to $10,000 per day.

What Should Small Business Owners Do?

If you’re planning to sell your business and expect the deal to meet the federal HSR threshold (currently $126.4 million), here are some steps to take:

• Consult with legal counsel early to determine whether your transaction triggers the new Washington filing requirement.
• Prepare your HSR materials with the understanding that they may be reviewed by both federal and state regulators.
• Factor in potential delays and build extra time into your deal timeline for compliance.

Final Thoughts

Washington’s new rule reflects a growing trend of state-level antitrust enforcement. For small business owners, especially those in tech, healthcare, or with significant in-state sales, this means more scrutiny and more paperwork—but also an opportunity to ensure your deal is structured to withstand regulatory review.

If you’re unsure whether your transaction is affected, reach out to a business attorney familiar with antitrust and M&A law in Washington. Being proactive can save you time, money, and headaches down the road.

To discuss any of the above, please contact Lachlan Huck.

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