Reg D Intelligence — WASHINGTON

Actionable intelligence on Regulation D and the regulatory perimeter of private placements
Washington operates a securities regulator with a structural feature shared by no other state in this publication’s series: the Department of Financial Institutions (DFI) Division of Securities is fully self funded through registration, licensing, examination, and enforcement fees, with zero general-fund tax support. Only 13% of the revenue the Division generates is retained for its own operations—the remaining 87% flows to the state general fund. The model produces a regulator with direct economic alignment to enforcement output, examination volume, and registration throughput. For Reg D issuers, the practical consequence is that the Division has institutional incentives to examine actively and to surface unregistered offerings—both through its own examinations and through coordination with peer regulators.