The grant of franchises in the Province of Manitoba will be
subject to regulation as of October 1, 2012, joining Ontario,
Alberta, New Brunswick and Prince Edward Island with pre-sale
disclosure legislation in Canada.
As a result, franchisors offering franchises in Manitoba will be
required to amend their current disclosure document to comply with
Manitoba's requirements. Like Alberta, New Brunswick and
PEI, the Manitoba Franchises Act allows for a
"wrap-around" to a pre-existing disclosure document in
order to include the Manitoba-specific requirements.
While Manitoba's disclosure Regulation mirrors, in many
respects, the disclosure requirements in Ontario, Alberta, New
Brunswick and PEI, there are some noteworthy differences.
Unlike Ontario's requirement that a disclosure document be
delivered as "one document at one time", the Manitoba
legislation permits delivery of a disclosure document in parts,
subject to certain prescribed requirements for delivery of certain
information at certain times and together with certain other
prescribed information. As a result, the 14-day disclosure
review period before a prospective franchisee signs any agreement
or pays any consideration in respect of the franchise does not
begin until the last of the disclosure document is provided.
The Regulations also require in many cases a form of
"negative disclosure". For example, if the
franchisor does not provide earnings projections, a statement to
that effect must be included in the disclosure document. A
similar statement is required if training, manuals or other
assistance is not offered to the franchisee and, if the franchisor
is exempt from providing financial statements, then the required
signed Certificate of full disclosure must include a prescribed
statement that the franchisor is relying on the exemption
Finally, the Regulations expressly permit delivery of a
disclosure document by fax, courier or electronically which will
make providing the disclosure document to a prospect much easier
Although substantially similar to the disclosure requirements in
the other provinces, there are many unique elements in the Manitoba
Regulations which will require franchisors to modify their current
disclosure documents to comply with the new Manitoba
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