Background and Context
Franchise disclosure statutes in Canadian commercial law have been designed to ensure transparency and fair dealing between franchisors and prospective franchisees. Legislation and accompanying regulations are intended to level the playing field for prospective franchisees, ensuring comprehensive disclosure and fair dealing, while providing franchisors with a clear and efficient framework for regulatory compliance. Saskatchewan becomes the seventh province to enact such legislation, joining Ontario, Alberta, British Columbia, Manitoba, New Brunswick, and Prince Edward Island. Ontario's Arthur Wishart Act (Franchise Disclosure), 2000, has provided statutory protection to franchisees since July 1, 2000. Alberta followed in the same year with its Franchises Act, RSA 2000, and British Columbia updated its Franchises Act most recently in 2015.
Following the Approach of Regulated Provinces
In promoting national consistency, Saskatchewan's Franchise Disclosure Act largely mirrors the framework established by the Uniform Franchises Act adopted by the Uniform Law Conference of Canada ("ULCC") in 2004. British Columbia's legislation, for example, closely tracks the ULCC model to preserve consistency and facilitate interprovincial franchise operations. Saskatchewan has drawn upon these precedents to develop both its primary statute and associated regulations.
Enactment and Regulatory Filing
On April 16, 2025, Bill 29‑149 (The Franchise Disclosure Act) received royal assent and was proclaimed in Saskatchewan's Statutes of 2025. Concurrently, the Franchise Disclosure Regulations were filed with the Registrar of Regulations. Although the Regulations have been approved, they are not yet in effect; they will take effect at the same time as the Act.
Key Features of the Legislation
- Disclosure Document Requirements: Franchisors must provide prospective franchisees with a comprehensive Franchise Disclosure Document containing risk warnings, franchisor financial statements, details of ongoing fees and operating costs, territorial rights, dispute-resolution processes, and lists of current and former franchisees, among other prescribed content.
- Certificate of Accuracy: Each Disclosure Document and any subsequent statement of material change must be accompanied by a certificate signed by the franchisor, certifying that all required information is true and complete.
- Timing of Delivery: The Disclosure Document must be delivered to the franchisee no less than 14 days before the signing of any franchise agreement or the payment of any consideration (other than certain refundable deposits).
- Statutory Remedies: Franchisees retain the right to rescind the franchise agreement if the Disclosure Document is materially deficient or not provided within the prescribed timeframe and may claim damages for misrepresentation. A duty of fair dealing is imposed on both parties.
Implementation Timeline
The Ministry of Justice and Attorney General recommends that the Act and Regulations come into force by Order in Council in Fall 2025 or Winter 2026. This phased approach allows franchisors and legal practitioners to adapt existing disclosure practices and prepare compliant documents in advance.
Looking Ahead: Franchise Disclosure Documents
Preparing a Franchise Disclosure Document that meets the stringent requirements of Saskatchewan's new regime demands careful attention to detail and a thorough understanding of both the Act and its accompanying Regulations. Our firm provides comprehensive legal services in franchise law and is well-informed and prepared to assist franchisors and franchisees with every aspect of the new legislation—from preparing accurate disclosures to certifying material-change statements and ensuring timely delivery, as well as reviewing Disclosure Documents and Franchise Agreements.
Conclusion
Saskatchewan's decision to adopt franchise disclosure legislation represents a significant milestone in enhancing transparency and fairness within the franchise sector. The implementation of the statute aims to ensure that anyone considering a franchise in Saskatchewan can make an informed, arms-length decision based on full, accurate, and uniform disclosure, with statutory safeguards in place if that disclosure falls short. By aligning with other provinces and the ULCC's model, Saskatchewan promotes uniform standards, fosters informed decision‑making, and reduces legal uncertainties for both franchisors and franchisees. Law firms and franchisors should begin reviewing their disclosure materials now in anticipation of the legislation coming into force later this year or early 2026. For more details on Franchise Disclosure Documents and what the preparation and review process may entail, stay tuned for our upcoming blog post.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
