Selling, buying, or expanding an ABA practice in Washington: the license, the records, and the deal

Change of ownership: equity versus asset in Washington

Washington's equity-versus-asset decision turns on two things that do not transfer and one notice that applies either way.

• Equity sale. The buyer acquires the entity, which keeps its Apple Health enrollment subject to the Health Care Authority's change-of-ownership reporting, its managed care contracts, and its employment of the licensed clinicians. If the practice represents seven or more credentialed providers in carrier contracting and the buyer is itself a provider organization, the acquisition is a material change and the sixty-day Attorney General notice applies before the effective date.
• Asset sale. The buyer takes assets but not the entity, so the buyer must hold its own Apple Health enrollment and managed care contracts before billing, must re-establish a center of excellence relationship for every client whose authorization ran through the seller's COE, and must employ the licensed clinicians afresh. The Attorney General notice applies on the same test.
• The practical consequence. Washington favors equity structures because they preserve the enrollment and the contracts; neither structure avoids the notice, and the sixty days plus the Attorney General's thirty-day window for additional information is the minimum timeline for a practice above the seven-provider line.

The first question in a Washington deal is whether the practice is a provider organization, because that decides whether the closing date is the parties' to set.

No license strands; the Attorney General notice is the gate

Washington licenses behavior analysts and assistant behavior analysts and certifies behavior technicians under chapter 18.380, and each credential is an individual one that follows the clinician; there is no entity or facility license for outpatient ABA to strand in a deal, as the Washington facility page explains. What gates a transaction instead is the health care market participants chapter, which was written for hospital and physician consolidation and reaches ABA by definition.

Because certified behavior technicians are providers, an ABA practice crosses seven providers with one analyst and six technicians. A practice above that line that contracts with carriers is a provider organization, and RCW 19.390.030 requires the parties to a material change, which includes a merger, acquisition, or contracting affiliation between provider organizations that did not previously share common ownership or a contracting affiliation, to submit written notice to the Attorney General not less than sixty days before the effective date, with the filing fee the chapter prescribes. The Attorney General may request additional information within thirty days of receipt, and a Hart-Scott-Rodino filing copied to the Attorney General satisfies the notice. The penalty provision in RCW 19.390.080 was not re-read for this page and its amount should be confirmed (RCW 19.390.030(1), (2), (4), (5); RCW 19.390.050; RCW 19.390.060; RCW 19.390.080).

Expanding into Washington: enrollment, the COE, and the notice

For an out-of-state operator, Washington entry is an enrollment and staffing exercise with a notice at the end:

• Foreign registration or a parallel entity. The operator registers the home-state entity or forms a Washington entity; the professional form is elective and ownership is open.
• Credentials and enrollment. Clinicians hold chapter 18.380 credentials; the entity enrolls with the Health Care Authority and contracts with the managed care organizations.
• The center of excellence. Apple Health ABA requires a center of excellence to complete the first-stage evaluation and refer, and the COE is an individual professional, not the practice. An operator with a qualifying psychologist or developmental specialist on staff brings its own COE; an ABA-only operator must build referral relationships before it can bill.
• The notice. Entering by acquiring or affiliating with a Washington provider organization triggers the sixty-day Attorney General notice, and an out-of-state party with $10 million or more in Washington patient revenue is within the statute on its own account under RCW 19.390.030(3).

The practical rule for entry is that Washington is an enrollment state with a notice statute: the COE relationship determines when you can bill, and the Attorney General notice determines when you can close.

Ownership restructuring on entry

Washington does not restrict who may own an ABA practice, and the professional entity form is elective, as the Washington ownership page and the Washington entity page explain. The transaction point is that a change in ownership is itself the event the market participants chapter is written around: acquiring control of a provider organization is an acquisition under RCW 19.390.020, and the notice runs to the Attorney General regardless of whether the acquirer is a clinician, an investor, or a management company. Ownership disclosures should be consistent across the Health Care Authority enrollment, the managed care contracts, and the Attorney General notice form.

Apple Health re-enrollment and the center of excellence

Apple Health enrollment is personal to the enrolled provider. A change of ownership is reported under the Health Care Authority's provider rules in WAC 182-502, and an asset buyer must enroll in its own right before billing; the rule text for WAC 182-502-0018 was not re-read for this page and its notice period should be confirmed. The ABA benefit adds a second layer that no deal transfers. Under WAC 182-531A, the center of excellence is an individual provider, all COEs enroll with the Health Care Authority, and the client's stage-one evaluation and referral come from that individual, with recertification in three-month increments that the agency may route back to the COE (WAC 182-502; WAC 182-531A-0800, -0900, -1100).

• The practice with in-house diagnostics. If the seller's psychologist is the COE for the caseload, the buyer must retain that individual or replace the COE for every client; the enrollment can be rebuilt, the COE relationship cannot be assigned.
• The ABA-only practice. Its authorizations already run through outside COEs, so the buyer inherits referral relationships rather than an in-house asset, and diligence is on their durability.

The Washington Medicaid page covers the three-stage benefit and the day-treatment authorization that is issued once per lifetime.

Records custody on a transfer

Client records must remain with a custodian bound by the Uniform Health Care Information Act, which reaches every health care provider licensed, certified, or registered under Washington law and therefore reaches licensed behavior analysts, certified technicians, and psychologists alike. The behavior analyst rules in WAC 246-805 contain no client-record retention period, only supervision-plan and training-record rules, while the psychology board requires records to be kept eight years after last contact or until a minor reaches 22, whichever is longer, with a written custody policy producible within sixty days; Apple Health providers keep charts six years from the date of service (RCW 70.02.010(19); WAC 246-805; WAC 246-924-354; WAC 182-502-0020(5)). In an equity sale the records stay with the entity; in an asset sale, custody must be specifically addressed so a licensed custodian remains, the psychologist's eight-year and age-22 duties survive for the diagnostic file, and the six-year Apple Health period is honored. The Washington facility page covers the retention schedule and the thirty-day breach clock.

Non-compete enforceability in Washington, and its end date

Washington's non-compete regime is a threshold regime with a fixed end date.

• The thresholds. RCW 49.62.020 voids a non-competition covenant against an employee whose earnings fall below the statutory amount as adjusted annually; the Department of Labor and Industries sets the 2026 figure at $126,858.83 for employees and $317,147.09 for independent contractors. Most behavior technicians and many assistant analysts fall below the employee line, so their covenants are void today.
• Disclosure and consideration. A covenant is void unless disclosed in writing no later than acceptance of the offer, and a covenant entered after employment begins requires independent consideration. Duration beyond eighteen months is presumptively unreasonable.
• The sale-of-business carve-out. The chapter's definition of a noncompetition covenant excludes an agreement by a person purchasing or selling an ownership interest or the goodwill of a business, so a selling owner's covenant is tested outside the threshold regime.
• The end date. HB 1155, signed March 23, 2026 as 2026 c 149, voids all noncompetition covenants, existing and future, effective June 30, 2027, and requires employer notice to affected workers. A covenant signed in a 2026 deal has a shelf life of about a year, and a buyer pricing retention on the strength of employee non-competes is pricing an asset that expires (RCW 49.62.020, .030, .040; 2026 c 149 s 9).

The practical rule is to bind selling owners through the sale-of-business carve-out, to treat employee covenants as void for anyone under the threshold and as expiring for everyone else, and to build clinician retention on compensation, non-solicitation, and confidentiality rather than on restraint, with counsel confirming how 2026 c 149 treats sale-of-business covenants when it takes effect.

Diligence flags specific to Washington

The state-neutral diligence workstreams are covered in the ABA due diligence playbook. The items that change specifically in Washington are:

• Provider count. Count every chapter 18.380 credential holder the practice represents in carrier contracting; at seven the sixty-day Attorney General notice applies, and the timeline is no longer the parties' to set.
• COE dependency. Identify the center of excellence for each Apple Health client and whether it is an employee of the seller; an in-house COE is a retention item, an outside COE is a referral-durability item.
• Enrollment and contracts. Confirm the Health Care Authority enrollment and each managed care contract, and plan the buyer's own enrollment for an asset deal.
• Non-compete inventory. Sort covenants by earnings against the 2026 threshold and mark every employee covenant as void on June 30, 2027.
• Records custody. Confirm the psychologist's written custody policy and the six-year Apple Health period, and settle the custodian in the purchase agreement.

Reading the Washington transaction friction

Putting the pieces together, Washington is a moderate-friction state whose friction is procedural. No license strands, ownership is open, and the professional entity is elective. But a practice above seven credentialed providers cannot close a merger, acquisition, or contracting affiliation with another provider organization on its own calendar, the Apple Health enrollment and the center-of-excellence relationship are rebuilt rather than bought, and employee non-competes are void below the threshold now and void for everyone on June 30, 2027. The archetype decision shows up in the COE: the practice with a qualifying psychologist on staff carries its own front door to the benefit and must keep that person through the deal, while the ABA-only practice carries referral relationships that a buyer must test. None of this is legal, tax, or financial advice; it is the structure you would plan around with counsel and advisors.

How this connects to the rest of your compliance stack

This transaction page pulls together threads from across the guide:

• Facility and Medicaid. The center-of-excellence structure that a deal cannot transfer and the records rules that reach every credential holder are detailed on the facility and Medicaid pages. See the Washington facility-licensure page and the Washington Medicaid page.
• Licensing and credentialing. The chapter 18.380 credentials, including the technician certification that counts toward the seven-provider line, are on the licensing page. See the Washington licensing page.
• Ownership and entity. Open ownership and the elective professional form, which make the Attorney General notice the only ownership gate, are on the ownership and entity pages. See the Washington ownership page and the Washington entity page.
• The state-neutral deal mechanics. Diligence, deal structures, private equity, expansion, and wind-down are covered on the spoke's concept pages, linked below.

Sequencing a Washington deal or expansion

1. Count the providers. Tally every chapter 18.380 license and certification the practice represents in carrier contracting; if seven or more and the counterparty is a provider organization, calendar the sixty-day Attorney General notice under RCW 19.390.030.
2. Map the centers of excellence. Identify the COE for each Apple Health client, decide whether the buyer retains an in-house COE or inherits referral relationships, and plan recertification continuity.
3. Choose the structure. Prefer equity to preserve the Health Care Authority enrollment and managed care contracts; for an asset deal, complete the buyer's enrollment and contracting before closing.
4. Confirm ownership disclosures. Keep the Health Care Authority, managed care, and Attorney General filings consistent; no license board pre-approval applies.
5. Settle records custody. Name a licensed custodian, carry the psychologist's eight-year and age-22 duties and the six-year Apple Health period into the agreement, and honor the Uniform Health Care Information Act.
6. Draft covenants to the calendar. Bind selling owners through the sale-of-business carve-out, treat employee covenants as void below $126,858.83, and assume every covenant is void on June 30, 2027.

Washington transaction variables at a glance

Frequently asked questions