Franchising Comparative Guide

1 Legal and enforcement framework

1.1 Which legislative and regulatory provisions govern franchising in your jurisdiction?

In the United States, there is a two-tiered 'federalism' structure to government. Consequently, there are dual layers of regulation – both federal and state. The two sets of laws that govern franchising in the United States are:

• the Federal Trade Commission's (FTC) Franchise Rule, which applies throughout the United States; and
• the laws of those states with franchise laws.

The FTC Franchise Rule requires franchisors to provide potential franchisees with a franchise disclosure document (FDD) containing mandated information about the franchise before making any offer or sale.

Additionally, 14 states (referred to as the 'registration states') have pre‑sale franchise laws, which require some form of registration before a franchisor may offer and sell franchises in that state. The registration states are:

• California;
• Hawaii;
• Illinois;
• Indiana;
• Maryland;
• Michigan;
• Minnesota;
• New York;
• North Dakota;
• Rhode Island;
• South Dakota;
• Virginia;
• Washington (State); and
• Wisconsin.

The requirements in the registration states vary by state but require both registration and disclosure using the FDD. The state of Oregon also mandates disclosure but not registrations, and that state's requirement is parallel to the FTC Franchise Rule disclosure requirement.

Several states also have 'business opportunity' laws that may apply; although for most franchisors, all but six of these states' laws do not apply if (and when) the franchisor has a federal trademark registration.

Finally, there are 26 jurisdictions in which state 'relationship' laws exist that may impact the franchisor's right:

• to terminate;
• to refuse to approve a transfer;
• to refuse to renew a franchisee; or
• otherwise to limit a franchisee from joining an association with other franchisees.

1.2 Do they apply to foreign franchisors entering your jurisdiction or only to domestic franchises?

International franchisors are treated the same as domestic franchisors.

1.3 Do any special regimes apply in specific sectors?

While federal and state law establish overarching regulations for franchising across all sectors in the United States, specific sectors may have additional regulations that franchisors must comply with. As just a few examples:

• franchises in the food and beverage industry must comply with:
• • food safety regulations regarding proper food handling;
  • sanitation requirements established by the Food and Drug Administration; and
  • alcohol licensing, if applicable;
• franchises in the real estate industry must comply with state licensing laws;
• franchises in the healthcare and fitness industry must comply with healthcare laws; and
• franchises in the education sector must comply with state-specific licensing and certification requirements for educators and educational institutions.

1.4 Which bodies are responsible for enforcing the applicable laws and regulations? What powers do they have?

The FTC is responsible for the administration and enforcement of the FTC Franchise Rule. The FTC promulgated the Franchise Rule in 1978 and considerably amended the regulation in 2007.

With respect to enforcement, the FTC can investigate and bring enforcement actions where it determines that a violation may have occurred. The FTC can go to federal court (typically working with the US Justice Department) to seek a combination of:

• civil penalties (up to $53,088 per violation per day);
• fines; and
• injunctive relief (eg, mandatory rescission, consumer redress, and cease-and-desist orders).

Although the FTC enforces the FTC Franchise Rule, the FTC generally does not intervene in individual private disputes between franchisors and franchisees. There is no private right of action for individuals under the FTC Franchise Rule.

State authorities enforce state franchise laws through various regulatory agencies and enforcement structures. The agency responsible within each state for the administration and enforcement of the law varies, but often includes:

• the attorney general's office;
• state securities departments (eg, the Division of Securities and Retail Franchising in Virginia); or
• a dedicated franchise department within an agency (eg, the Department of Financial Protection and Innovation in California).

In addition, state franchise examiners can:

• condition, deny and even revoke state franchise registrations;
• investigate suspected violations;
• impose penalties;
• issue warnings;
• order recission; and
• pursue legal action against franchisors.

1.5 What is the regulator's general approach in regulating the franchise sector?

In enforcing the FTC Franchise Rule, the FTC tends to principally focus on preventing deceptive advertising as well as unfair or deceptive acts or practices in the offer and sale of franchises. The cases that the FTC has brought include:

• actions against franchisors that failed to provide any disclosure at all; and
• enforcement actions alleging that a franchisor made false promises or claims about earnings potential in the form of an impermissible financial performance representation (FPR).

The FTC Franchise Rule defines an 'FPR' as:

Under the FTC Franchise Rule, franchisors are permitted to make an FPR but only if:

• they first publish the FPR in Item 19 of the franchisor's FDD; and
• they have a reasonable basis for the claim and sufficient substantiation in the form of factual data to support the FPR.

On the other hand, state franchise examiners can require strict adherence to disclosure requirements, including sometimes subjective standards applied to state law, before they will approve a franchisor's registration application. State enforcement attorneys may also investigate and bring actions against franchisors for substantive and, in some cases, technical violations of state law.

1.6 Are there any trade associations for the franchise sector? If so, what are the conditions for membership? What are the commercial implications of not being a member?

In the United States, the most prominent trade association for the franchise sector is the International Franchise Association (IFA), whose membership includes:

• franchisees;
• franchisors; and
• suppliers.

Most major US franchisors are members, although membership is not required.

Franchisee-oriented associations include the American Association of Franchisees & Dealers, which advocates for policies that it believes benefit franchisees.

For lawyers, the American Bar Association (ABA) has a dedicated section – the Forum on Franchising – that is the premier forum for professional presentations, scholarship and discussion in the field. The Forum on Franchising's 2025 legal symposium will be the 48th such gathering. The ABA Forum on Franchising includes an International Division in which many international lawyers are active participants and leaders. The IFA also convenes an annual legal symposium each year in May, and in 2026, the IFA will hold its 59th such legal conference.

2 Franchise market

2.1 How mature is the franchise sector in your jurisdiction?

The United States is the world's most mature and robust franchise market, dating back to a period of rapid expansion in the 1960s and even before that. The franchise sector in the United States grows progressively each year and contributes significantly to the American economy, generating substantial output and creating thousands of jobs across the nation. As of the end of 2024, more than 851,000 total franchise units were in operation around the United States. According to the International Franchise Association (IFA), total franchise output in 2025 is projected to exceed $936.4 billion and franchised businesses are forecast to add over 210,000 jobs across the United States. Despite economic conditions and geopolitical uncertainty, franchising continues to demonstrate steady momentum yearly.

2.2 In which sectors is franchising most common?

Franchised businesses operate in virtually every sector of the US economy. Most prominently, franchises are common in the foodservice and hospitality sectors. According to the IFA, personal services and retail food, products, and services are expected to be among the fastest-growing sectors in 2025. Franchising is especially well established in the following sectors:

• food and beverages;
• retail;
• services; and
• hotel and leisure.

Although regulated under a different framework, franchising is also prominent in sectors such as:

• auto and truck sales;
• petroleum (gasoline) sales;
• the soft drink industry; and
• the distribution of beer and wine.

Other commonly franchised industry categories in the United States include:

• real estate;
• commercial and residential services; and
• business services.

Currently, franchising is a vehicle used to expand businesses that provide:

• services at or near customers' homes (eg, lawn care, home improvement, electrical services);
• educational services (eg, after-school specialised programmes); and
• health-related services (eg, home health aides, dental clinics and urgent care medical clinics).

2.3 Who are the biggest and most successful franchisors in your jurisdiction? How are they typically structured?

The United States has a wide range of franchised businesses in dozens of sectors. These businesses account for between 40% and 50% of the US retail economy.

In terms of revenue, the largest franchises in the United States, in the following order, are:

• McDonald's;
• 7‑Eleven;
• KFC; and
• Burger King.

Other big franchisors include:

• Taco Bell;
• Subway;
• the UPS Store;
• Domino's;
• Pizza Hut; and
• Dunkin' Donuts.

In the hotel sector, the franchisors of the Hilton, IHG, Marriott, and Wyndham brands account for substantial activity. These franchisors are massively successful and hold a healthy market share.

Many prominent franchisors use a unit franchise approach, although multi-unit franchises are common. Master franchising is sometimes used in the United States, but not as frequently.

3 Franchising models

3.1 Is master franchising or the multi-unit development model most common in your jurisdiction? Is there a perceptible trend in one direction or the other?

Multi-unit development models are more common in the United States than master franchising. Although single-unit franchise development remains at the core of franchise expansion, many franchisors seek out multi-unit developers to expand quickly and efficiently. Currently, multi-unit owners own over half of all franchised units in the United States.

3.2 What other models of franchising are commonly used in your jurisdiction?

There are five main models of franchising in the United States:

• Single-unit franchising is at the heart of most franchise systems. The majority of franchised businesses are single-unit franchises (even if established under a multi-unit development agreement). In single-unit franchising, a franchisor enters into a franchise agreement with a prospective franchisee for a single franchised location.
• Multi-unit or area development agreements allow a single party to develop multiple units in a defined territory within a particular market and under a specified development schedule. Each specific unit is operated under a unit-level franchise agreement.
• Master franchise agreements are used when a franchisor grants a master franchisee the right to operate units and enter into agreements with sub-franchisees to operate sub-franchised units.
• Area representative arrangements grant area representatives the right to solicit and recruit prospective franchisees to enter into single-unit franchise agreements directly with the franchisor.
• Joint venture arrangements exist when a franchisor retains an equity interest in a:
• • single-unit franchisee;
  • developer;
  • area representative; or
  • master franchisee.
• However, since a joint venture entity is itself often deemed a franchise, this approach often serves as a means to inject capital and knowhow into the franchise entity rather than as an alternative to franchising.

3.3 What are the potential advantages and disadvantages of these different models in your jurisdiction?

There are several advantages and disadvantages to each different model of franchising in the United States that should be considered carefully in deciding which model is best for one's franchise.

Single-unit franchising is the traditional base of franchise expansion in the United States. The approach allows a franchisor to recruit, train and launch individual business owners under the brand's standards. The disadvantage to this approach is that it is a one-by-one iterative process, so growth can be slower and more expensive, since:

• each prospect must be individually vetted; and
• franchise agreements must be established with each individual franchisee.

Further, single-unit franchisees:

• tend to:
• • be less experienced; and
  • have limited financial resources; and
• may require more training and assistance.

However, single-unit franchising is well suited for franchised businesses that require a substantial initial investment, such as hotels.

The key advantage of multi-unit development is that it allows the franchisor to expand its system more rapidly than if it were offering only single-unit franchises to different franchisees. Multi-unit developers have an incentive to open the units agreed to under the development schedule as they pay the franchisor a development fee. As a result of operating multiple units, the developer's knowledge of the system accelerates, reducing the need of the franchisor to provide unit-by-unit training and support. Multi-unit developers tend to be highly capitalised and more experienced than single-unit franchisees, which is advantageous to the franchisor. Failure of a large multi-unit franchisee to meet its development schedule can adversely impact the franchise system.

Master franchise arrangements' success largely depends on having a capable master franchisee. As such, it is imperative that the franchisor thoroughly screen master franchisees. A main drawback to master franchising in the United States is that two levels of franchise law compliance are required:

• The franchisor must comply with franchise laws when offering the master franchise to the master franchisee; and
• The master franchisee must, in turn, comply with the same franchise laws when offering sub-franchises.

The master franchising is optimal to delegate the expansion of the brand to third parties in certain territories. Master franchising is useful where a franchisor does not have the resources or local market expertise to develop a target market on its own.

The advantage in using an area representation structure is that the franchisor can expand its system more rapidly yet still maintain control and influence over the development of the designated territory. While an area representative recruits and presents prospects to the franchisor, the franchisor:

• retains the right to review and approve, or disapprove, franchisees; and
• retains contract privity with the franchisee.

The area representative structure has some disadvantages – including, for example, that the franchisor is responsible for the area representative's actions during and after the sales process. Franchisors therefore must ensure that their area representatives are well trained and familiar with franchise sales laws to mitigate exposure. Another disadvantage is that the franchisor must comply with dual regulatory requirements when:

• offering the area representative agreement; and
• offering the unit-level or development agreements.

Joint venture arrangements are ideal when:

• the franchisor wants to retain a significant degree of control or influence over a franchisee; or
• the franchisee lacks either operating experience or capital.

Again, since a joint venture is often itself a franchise, this approach might not cut down on the regulatory compliance requirements attendant to the arrangement. Another disadvantage is that where the franchisor becomes a minority partner in a joint venture, the franchisor may have limited control over the entity's actions.

3.4 What specific considerations should be borne in mind in the case of cross-border franchising into your jurisdiction?

The United States is a large country both geographically and in terms of population. These populations reflect a wide range of varying regional tastes and preferences that require different approaches to conducting business. For example, franchises that perform well on the East Coast may not experience the same market opportunities or consume preferences in the South or in the West. As such, it is imperative to thoroughly research the target markets when entering the United States to evaluate consumer behaviour, tastes and competition.

Given the size of the United States, it is implausible to think that a single party could undertake the development of the entire US market. As such, awarding individual contracts for cities, states or regions to a single party is much more likely to be successful in the United States.

With the wide range of franchise models available in the context of US franchising, there is no one-size-fits-all approach. Franchisors should consider adopting the approach that makes the most sense for their franchise network based on a wide range of factors, such as:

• capital requirements;
• the degree of day-to-day control desired; and
• the anticipated timetable for expansion.

4 Definitions and scope of application

4.1 How is 'franchising' defined in your jurisdiction?

The Federal Trade Commission (FTC) defines a 'franchise' as any ongoing commercial relationship where a franchisee is granted the right to establish a business that meets the following requirements:

• The franchisee is granted the right to operate a business that is associated with the franchisor's trademarks;
• The franchisor exercises significant control over (or provides significant assistance to) the franchisee; and
• The franchisee makes a required payment to the franchisor as a condition of obtaining or commencing operations of the franchise.

State franchise laws have a very similar but slightly different approach to defining what is a franchise:

• The franchisee is granted the right to operate a business that is associated with the franchisor's trademarks;
• The franchisor exercises significant control over (or provides significant assistance to) the franchisee (although in some states, this element is different, and may require that there be a 'community of interest' between the putative franchisor and franchisee); and
• The franchisee makes a required payment to the franchisor as a condition of obtaining or commencing operations of the franchise.

In one state – New York – any combination of the second and third elements above or the first and third elements above will suffice to find that an arrangement is a 'franchise' under state law.

4.2 What are the key requirements that apply to franchising?

A franchisor must comply with any applicable state registration and disclosure requirements before offering franchises. The FTC Franchise Rule requires franchisors to make pre-sale disclosures to prospective franchisees by using a franchise disclosure document (FDD) in a format that conforms to the requirements of the FTC Franchise Rule. Franchisors are not required to file their FDD with the FTC or any other federal agency.

Once the FDD is prepared, the franchisor must provide it to a prospective franchise:

• at least 14 days before:
• • the franchisee signs any franchise or other binding agreement with the franchisor; or
  • the franchisee makes any payment to the franchisor or any of its affiliates in connection with the proposed franchise sale; or
• earlier if the prospective franchisee has reasonably requested such earlier disclosure.

The registration states have disclosure requirements that are largely parallel to those under the FTC Franchise Rule. Except for a handful of states that have slightly different rules concerning when a franchisor must provide its FDD, the timing is largely the same under state law.

Many franchisors expand in the United States using a transaction-based franchising model. Under the FTC Franchise Rule and in many of the registration states, exemptions are available on a transaction-by-transaction basis from:

• the requirement to provide disclosure; and
• in some cases, the requirement to register.

These exemptions are fact-based and require an assessment of the circumstances of each transaction. An example of this exemption is the 'large franchisee' exemption, akin to an 'accredited investor' exemption in securities law, which applies if a prospective franchisee meets certain criteria as to its financial strength and experience. If these exemptions apply, they may simplify the process of offering a franchise. These standards that must be met to take advantage of a transaction-level exemption vary significantly between the FTC Franchise Rule and the various states' franchise laws.

Under the FTC Franchise Rule, franchisors must update their disclosure documents each year within 120 days of the franchisor's fiscal year end. Depending on the registration state, franchisors must update their FDD:

• at some interval (between 90 and 120 days) after the franchisor's fiscal year end; or
• by the one-year anniversary of their registration.

Franchisors must also update their FDD upon the occurrence of material changes. A 'material change' is considered any fact, circumstance, or set of conditions that would influence a prospective franchisee in making an investment decision. Failure to timely amend the FDD to reflect a material change may:

• subject the franchisor and its officers personally to regulatory actions, civil orders, fines and more; and
• give franchisees the right to recover damages and attorneys' fees.

4.3 Is registration of the franchise agreement, a trademark licence or other documentation required?

There is no requirement to register franchise agreements or trademark licences in the United States.

4.4 Are mandatory contract terms imposed?

Mandatory contract terms are not imposed in the United States in general. However, some registration states require franchisors to adopt a standard form of state-specific amendment as a condition to obtaining approval for (and registration of) their offering.

4.5 What specific activities (if any) are prohibited under the franchising laws and regulations? What are the potential consequences of breach?

The FTC Franchise Rule was adopted under the Federal Trade Commission's broad authority to prevent unfair and deceptive acts in interstate and international commerce. The regulation generally prohibits deceptive practices (in addition to requiring specific disclosures). Among other things, franchisors may not provide certain financial performance representations (FPRs) unless that data is first published in Item 19 of the franchisor's FDD. If the franchisor or its representatives make an impermissible FPR to a prospective franchisee, then the primary consideration is that the franchisee may bring a private claim in court; however, federal and state authorities may also bring enforcement actions ranging from civil actions to criminal prosecution (which is quite rare).

Among the more common and serious actions that are prohibited are:

• failure to timely deliver a complete and accurate FDD;
• failure to register the FDD in a registration state;
• inadequate disclosure; and
• misrepresentation.

In addition, franchisors are banned from engaging in half-truths. If the franchisor does not follow the registration and disclosure rules, the franchisor may be subject to:

• civil fines;
• cease and desist orders;
• recission;
• damages;
• personal liability;
• financial sanctions; and
• claims for:
• • breach of contract;
  • unfair trade practices;
  • fraud; and
  • misrepresentation.

5 Initial steps

5.1 Are there any restrictions on foreign franchisors entering your jurisdiction?

International franchisors may freely enter the US market and offer franchises (as further noted in question 5.2).

Starting in 2025, in order to qualify for Small Business Administration 7(a) and 504 loans, businesses must be 100% owned by:

• US citizens;
• US nationals; or
• lawful permanent residents.

Also, if a foreign franchisor enters the US market through a covered control transaction, a covered investment or a covered real estate transaction, that conduct is subject to review by the Committee on Foreign Investment in the United States. The federal government has a right to suspend, block or impose conditions on a foreign investment if there are national security concerns; however, such concerns are not common in franchise industry transactions.

5.2 Are franchisors required to establish a local presence? If so, what is the most common corporate structure adopted by foreign franchisors entering your jurisdiction?

An international franchisor is not required to establish a local presence but that may be advantageous for practical reasons. The franchisor can contract with franchisees without establishing a branch or a subsidiary in the United States.

Foreign franchisors can choose to establish company-owned units or start franchising immediately. Establishing company-owned units will more likely than not require some local corporate presence.

The choice of a structure for a franchisor will depend on:

• the franchisor's tax strategy and goals;
• the need for a local presence in the United States; and
• the franchise model (direct unit, master franchising or a variation of the development models).

The form of entity selected is typically a subject that depends on:

• tax and accounting decisions; and
• the franchisor's overall corporate structure.

The most common forms of entity in the US are:

• a conventional corporation;
• a limited liability company; or
• a partnership entity.

5.3 What requirements or restrictions apply with regard to the selection and recruitment of franchisees?

Franchisors have wide latitude to choose contracting parties that they wish, with few limitations. Typically, franchisors can differentiate among prospective franchisees based on factors such as:

• commercial factors;
• economic background;
• educational credentials; and
• overall personality and fit with the franchisor's goals and objectives.

US law does, however, prohibit identity-based discrimination in selecting and recruiting franchisees.

5.4 Are franchisees subject to any legal obligations when purchasing a franchise?

There are no such restrictions on franchisees, although there have been instances in which a prospective franchisee has been alleged to have committed fraud in its application for a franchise by inflating its:

• experience;
• net worth; and
• other credentials.

6 Disclosure and due diligence

6.1 What pre-contractual disclosure requirements apply to franchisors in your jurisdiction?

Under the Federal Trade Commission (FTC) Franchise Rule, a franchisor must provide a disclosure document to a prospective franchisee at the earlier of:

• a prospective franchisee's reasonable request; or
• at least 14 days prior to entering into a franchise agreement or payment of a franchise fee.

Some state laws require disclosure earlier in the franchise sales process. Disclosure documents must include all material facts that a prospective franchisee needs to know to weigh the risks of such an investment. Franchise regulations require disclosure of certain information about:

• the history of the business;
• fees;
• rules and restrictions;
• all the franchisees in the system;
• turnover rates;
• renewal terms; and
• other aspects of the particular franchise.

Information disclosed must be complete and accurate as of the date of the disclosure document (except for certain information, such as financial statements, which must be current as of the end of the previous fiscal year). A franchisor may not provide any financial representations beyond those that may be included in the disclosure document.

In states with franchise registration laws, a franchisor generally must register its disclosure document with a state before the franchisor may lawfully make any offers or sales in that state. State registration laws can require additional disclosures through an addendum to the disclosure document.

In states with business opportunity laws, a franchisor generally must file its disclosure document with a state before the franchisor may lawfully make any offers or sales in that state.

Certain exemptions from the disclosure requirements are available under federal and state laws (eg, certain 'large' franchisors may be able to claim an exemption from the registration requirements in some states).

6.2 What formal, substantive and procedural requirements apply with regard to the disclosure document in your jurisdiction?

The formal requirements for the franchise disclosure document (FDD) are in many ways tied in with the FDD's substantive requirements. These requirements relate to:

• the content of cover pages and the table of contents; and
• the ordering and content of the FDD's 23 disclosure items.

The substantive requirements of the FDD's 23 disclosure items are explained in question 6.1. The FDD must:

• be clear, legible and concise;
• use plain English; and
• be in a form that is easily accessible by potential franchisees.

The responses to the FDD's 23 disclosure items:

• must be complete, whether in the affirmative or the negative; and
• must not include any irrelevant information or materials.

The procedural requirements relating to the franchise sales process and FDD issuance, registration and/or filing are explained in question 6.1. The FDD:

• must be updated and reissued annually; and
• must be amended to reflect any material changes between annual re-issuances.

Similarly:

• a franchisor must renew its franchise offering before the expiration of a prior state registration in order to continue to be able to offer and sell franchises in that franchise registration state; and
• state registrations must be amended if any material changes are made to the FDD.

Most franchisors provide their FDD in digital form, whether:

• via an attachment to an email;
• by DocuSign; or
• via a download portal.

6.3 What pre-contractual disclosure requirements apply to franchisees in your jurisdiction?

Franchisees are not required to provide pre-contractual disclosure.

6.4 What are the consequences of any breach of the pre-contractual disclosure requirements?

The FTC can:

• impose civil penalties for up to $53,088 per violation per day under the FTC Franchise Rule; and
• require:
• • rescission;
  • reformation;
  • payment of refunds or damages; or
  • combinations of these remedies.

The FTC has frozen assets, appointed receivers and pursued claims against franchise sellers when the violation alleged more than simply a failure to provide a disclosure document.

Although there is no private right of action for violations of the FTC Franchise Rule, private parties may be able to avail of parallel remedies under state law. State franchise and business opportunity laws, and state consumer fraud or 'little FTC acts', which often cover the sale of franchises, sometimes impute a violation of the FTC Franchise Rule into a state law violation. These laws (eg, in Florida) generally afford private parties a right of action for:

• rescission;
• damages;
• costs;
• attorneys' fees; and
• sometimes multiple or punitive damages.

In some extreme cases, wilful violations of state laws may also result in criminal penalties.

In addition to the franchisor company itself, most state laws expressly impose joint and several liability for disclosure violations on all partners, directors, principal officers, controlling persons and employees who:

• aid a violation; or
• are responsible for compliance.

6.5 What other due diligence should the parties undertake before entering into a franchise agreement?

Due diligence is prudent but is not mandated by the FTC Franchise Rule or state franchise laws.

Prospective franchisees should thoroughly review the FDD, the franchise agreement and related documents with:

• a lawyer experienced in handling franchise matters; and
• an experienced accountant to review their own business finance issues.

A franchisor's FDD will include a list of all the franchisees in the system as well as those that left the system in the previous year – and a prospective franchisee would be well advised to contact all (or as many as possible) of those current and former franchisees to obtain a fuller understanding of their experience in the system and working with the franchisor.

6.6 Are there any restrictions imposed upon franchise brokers in your jurisdiction?

If a franchisor has sales brokers, it is:

• ultimately responsible for their compliance with all franchise disclosure laws; and
• liable for any violations.

If a franchisor is using a franchise broker, the franchisor must include on any applicable FDD state cover page a mandatory statement that the broker:

• represents the franchisor, not the franchisee; and
• is paid by the franchisor for selling the franchise or referrals.

The FDD receipt must disclose the name, principal business address and telephone number of each franchise broker of the franchisor who is involved in franchise sales activities.

Some states require a franchisor to file a franchise seller disclosure form for each franchise broker who will be involved in franchise sales in a respective state on behalf of the franchisor. States may require broker registrations, and franchise brokers in states with such requirements are prohibited from making offers or sales until the registration is issued by the applicable state.

California passed a law that (starting in 2026) will require franchise brokers to register and provide special disclosure.

6.7 Are franchisors permitted to provide pre-sale information on operational performance (eg, financial performance representations or earnings claims), or are such statements regulated or banned?

Franchisors are permitted – but not required – to provide financial performance information if:

• there is a reasonable basis for the claim; and
• the claim is printed in the franchisor's FDD.

Otherwise, franchisors are not permitted to directly or indirectly make financial performance representations.

If the franchisor opts to make a financial performance representation (FPR):

• it must be printed in Item 19 of the FDD;
• it must include a description of the factual basis for the claim; and
• the franchisor must disclose certain details concerning the stated results.

Upon request, a prospective franchisee must be provided with substantiation of the data used to prepare the FPR.

Franchisors are permitted to make 'supplemental' FPRs that are a subset of the detail in Item 19 of the FDD as long as they adhere to certain requirements.

7 Franchise agreement

7.1 What formal, substantive and procedural requirements apply with regard to the franchise agreement in your jurisdiction? Are there any mandatory terms? What terms are typically included in the agreement?

In general terms, parties are guaranteed the right to enter into contracts under the US Constitution. The US Supreme Court has concluded that governments have some authority to enact laws that impact parties' contract terms:

• if necessary to achieve a legitimate public purpose; and
• if those laws are carefully and narrowly tailored.

In terms of signing agreements, there are no procedural requirements that apply (other than the pre-sale disclosure requirements and the waiting periods noted in question 4.2).

Neither the Federal Trade Commission (FTC) Franchise Rule nor state laws mandate specific contract terms, although some registration states require the use of an amendment to the franchise agreement as a condition to obtaining approval for a registration.

Franchise agreements typically explain:

• the parties' respective rights and obligations;
• any grant of a protected territory;
• terms relating to trademarks; and
• the franchisee's requirement to adhere to the franchisor's operations manual.

Typically, a franchise agreement also includes terms relating to:

• the term of the agreement and possible renewal rights;
• a protected territory as well as clearly defined exceptions to that protection (eg, for product sales through digital channels);
• site selection and development and lease or location approval;
• required computer systems and software;
• initial fees, continuing royalty and advertising contributions;
• training programmes;
• operations manuals and other guidance;
• trademark rights;
• confidential information rights and restrictions;
• in-term and post-term non-compete covenants;
• system standards, including provisions on:
• • sourcing products and services;
  • maintenance and remodelling requirements; and
  • legal compliance;
• advertising programmes, including;
• • national or regional funds;
  • cooperatives; and
  • local spending requirements;
• reporting requirements, audits and inspections;
• franchise transfer conditions and franchisor rights of first refusal;
• franchise termination provisions, including:
• • notice and cure periods; and
  • grounds for immediate termination;
• post-termination obligations of the parties, including non-compete provisions;
• indemnification and insurance obligations; and
• dispute resolution provisions, which may include:
• • mediation or arbitration requirements; and
  • choice of law and forum.

7.2 Do any specific requirements apply regarding the governing law or jurisdiction of the franchise agreement?

There are no requirements regarding governing law or venue, except that in some of the registration states, the selection of the law of another state will be held contrary to the fundamental policy of the franchisee's state. Almost all states prohibit a disclaimer of their courts (at least regarding claims under the state franchise law).

In order to designate a state law to apply, there must be a nexus to that state. The nexus can exist due to:

• the franchisor having a presence in the state (eg, an office or being formed in that state);
• the franchisee operating in the state; or
• a long-arm statute that permits the designation (in many instances, parties can designate New York law as the contractual governing law under that state's long-arm statute).

Once a choice of law is established, designating a forum in which to hear disputes typically (but not always) follows the designated choice of law (eg, a franchise agreement may require franchisees to bring claims in New York federal and state courts if there is a New York choice of law clause).

7.3 Does the franchisor have any mandatory rights and obligations under the franchise agreement?

Franchisors are not required under the FTC Franchise Rule or the state franchise laws to include mandatory contract terms, rights or obligations in their franchise agreements.

In some registration states, however, franchisors may be required to include certain terms in their franchise agreements as a condition to obtaining registration in that state or as required under the applicable state franchise relationship laws.

State franchise relationship laws may require franchisors:

• not to unlawfully terminate a franchise without good cause or without certain periods to cure some (but not all) defaults;
• not to unlawfully refuse a proposed transfer by the franchisee; and
• not to unlawfully refuse to renew a franchise agreement.

The determination of what is 'lawful' or 'unlawful' is typically resolved through judicial interpretation of those state laws in the context of court cases challenging alleged violations of those provisions.

Courts (and arbitrators) typically apply rules of construction to hearing cases involving claims over franchise agreement contract terms, such as the general duty to perform the contract in good faith (which is implied in virtually all states).

The duty of good faith and fair dealing is highly fact specific and typically cannot be used to rewrite the terms of the contract. However, even where franchisors retain sole discretion over certain matters, courts may require that the franchisor not act arbitrarily or capriciously. In practical terms, the franchise agreement should be drafted in unambiguous language to avoid unintentional gaps and reinterpretation of the parties' contractual rights and obligations.

7.4 Does the franchisee have any mandatory rights and obligations under the franchise agreement

Franchisees are not accorded (or subject to) mandatory rights or obligations under the FTC Franchise Rule or by state franchise laws, except for the general duty to perform the contract in good faith.

In some of the registration states, franchisees may be afforded certain rights that are reflected in state-specific amendments to the franchise agreement, which can be found as exhibits to the franchise disclosure document.

7.5 What restrictions can the franchisor impose on the franchisee's activities under the terms of the franchise agreement (eg, purchasing requirements, non-compete obligations, exclusivity, price control)?

Many commercial practices that are common in franchising are regulated by the principles of competition law. (In the United States, the term 'antitrust' law is primarily used, although it is interchangeable with the term 'competition' law.)

While franchise systems have the same risk for a per se violation of Section 1 of the Sherman Act as any other type of business, there are few vertical restraints that are per se illegal under federal competition law. Given that vertical restraints are generally reviewed under the 'rule of reason' and most franchisors have legitimate business reasons to establish reasonable restraints, franchisors typically have wide latitude under the competition laws to impose reasonable restraints on their franchisees.

Non-compete covenants are widely used and often litigated in private disputes between franchisors and franchisees. Generally speaking, in order to be enforceable under state common law, a franchise-related non-compete covenant must typically be:

• designed to protect the franchisor's legitimate interest; and
• reasonable as to:
• • the geographical scope of the restriction; and
  • the time period in which the restriction applies.

Covenants against competition as applied to individuals (eg, in an employment scenario) are typically reviewed with greater scrutiny than those that apply in the sale-of-business or other business-to-business contexts. Most recently, some states have formally or informally adopted bans on enforcing non-compete covenants against employees. Additionally, some states have determined that 'no poach' agreements violate state competition laws (eg, where a franchisor requires that the franchisee agree not to solicit or hire the employees of another franchisee or the franchisor).

7.6 Is there a duty of good faith imposed upon the franchisor and franchisee?

Courts in most states consistently have held that the implied covenant of good faith and fair dealing that exists in most commercial contracts also applies to franchise agreements. While the common law covenant of good faith and fair dealing is employed to interpret a contract when the contract is silent or incomplete, it typically is not used to override express contractual provisions.

7.7 What are the parties' rights and obligations in relation to renewal of the franchise agreement, and what is the process for renewal?

Except in certain industries (auto dealers and petroleum sales), there is no federal franchise relationship law of general applicability.

The FTC Franchise Rule contains no requirements regarding renewal; however, state franchise relationship laws variously:

• require good cause for non-renewal by the franchisor;
• require advance notice for non-renewal by the franchisor;
• specifically allow non-renewal in certain cases; and/or
• require renewal only in specified cases.

7.8 What formal, substantive and procedural requirements apply with regard to termination of the franchise agreement in your jurisdiction?

Except in certain industries (see question 7.7), there is no federal law pertaining to termination of a franchise agreement in general.

State franchise relationship laws typically require a franchisor to have 'good cause' or 'reasonable cause' before terminating a franchise agreement. 'Good cause' is variously defined, including:

• as a failure by the franchisee to substantially comply with franchisor requirements;
• as a legitimate business reason, not arbitrary and capricious; or
• by example.

In New Jersey, good faith may also be required. Some states instead have notice requirements or mandatory cure periods (of varying duration) for termination in certain (but not all) instances.

7.9 Are there any restrictions on repatriating funds out of your jurisdictions?

There are no such restrictions, unless the franchisor (or the country in which it is located) is subject to economic or trade sanctions imposed by the US government.

The tax liability associated with the repatriation of profits will depend on:

• the franchisor's corporate structure; and
• the existence of a permanent establishment in the United States.

Cash transactions exceeding $10,000 can be subject to reporting requirements under the Bank Secrecy Act.

7.10 Are there any withholding taxes that apply to franchising in your jurisdiction (not including the effect of double taxation treaties)?

Royalties and franchise fees paid by US franchisees are taxable in the United States. The United States is party to numerous double taxation treaties that reduce or eliminate the requirement to withhold taxes.

Some US states assess income taxes on out-of-state businesses that have sales in the taxing state even without the franchisor having physical presence in that state.

8 Operational standards

8.1 What legal status does the operations manual have in your jurisdiction?

The Federal Trade Commission Franchise Rule and state franchise laws do not specifically govern the use of the operations manual. However, the table of contents must be disclosed in the franchise disclosure document.

The franchisor contractually obliges its franchisees to adhere to the operations manual through the terms of the franchise agreement. Generally speaking, franchisors have wide latitude to include details in the operations manual to 'flesh out' the franchise agreement, but not:

• to impose fees that are not disclosed in the franchise disclosure document (FDD); or
• otherwise to change the substantive terms of the parties' agreements.

8.2 How can the franchisor ensure compliance with its operational standards during the term of the franchise agreement?

Franchise agreement terms can require compliance with various standards; but in practical terms, franchisors need to have systems in place to monitor, measure and keep track of compliance. Although some of this can be accomplished remotely (eg, through point-of-sale systems or tracking software), inevitably in-person inspections, audits and visits are needed to measure to confirm compliance

8.3 Can the franchisor make unilateral changes to its operational standards during the term of the franchise agreement?

Yes – if the right is provided for in the franchise agreement, franchisors can make unilateral changes during the term of the franchise agreement, as long as the changes are made in good faith, considering the interest of franchisees and the system as a whole. As noted in question 8.2, the operations manuals typically cannot be used to:

• impose new fees that were not disclosed in the FDD; or
• change the substantive terms of the franchise agreement.

9 Intellectual property

9.1 How are brands protected in your jurisdiction and what specific implications does this have in the franchising context?

Under US law, rights in a trademark arise primarily through use in commerce, although federal registration with the US Patent and Trademark Office provides enhanced protections, including:

• nationwide enforcement rights;
• the ability to use the registered trademark ® symbol; and
• a presumption of ownership and validity in legal proceedings.

Distinctiveness is essential for trademark protection. In a franchising context, franchisors typically rely on:

• inherently distinctive marks; or
• those that have acquired distinctiveness through extensive use and marketing.

Trademark enforcement is a critical aspect of maintaining brand integrity across the franchise system. US law:

• allows franchisors to take legal action against unauthorised uses or infringing marks that may cause consumer confusion; and
• provides protection for famous marks against dilution.

Franchise agreements often grant franchisees limited non-exclusive rights to use the mark, subject to strict conditions to ensure consistency and protect goodwill.

A key principle under US trademark law is that franchisors must maintain control over the quality of goods and services offered under their mark. Failure to do so – known as 'naked licensing' – can result in loss of trademark rights. Therefore, franchisors typically impose detailed operational standards and conduct regular inspections. In comparison with other jurisdictions, such as civil law countries, where trademark use and control mechanisms may be more regulated or differently structured, US law places significant emphasis on:

• use;
• control; and
• active enforcement.

These factors make trademark management a foundational aspect of franchising in the US legal system.

Franchisors must disclose certain details about their trademarks in Item 13 of their franchise disclosure document, including whether the marks are registered with the US Patent and Trademark Office.

9.2 How are other intellectual assets of the franchisor (eg, know-how, trade secrets) protected in your jurisdiction and what specific implications does this have in the franchising context?

Additional intellectual assets are protected through a combination of contractual mechanisms and statutory rights, including trade secrets law and copyright law. Franchise agreements typically contain non-disclosure, confidentiality and non-compete clauses, which are essential for controlling access to and use of these valuable assets:

• throughout the franchise relationship;
• once that relationship expires or is terminated; or
• if the franchisee (or its owner) transfers their rights to a buyer.

Trade secret protection is governed:

• at the federal level by the Defend Trade Secrets Act; and
• at the state level by the Uniform Trade Secrets Act and common law.

In a franchise setting, the franchisor's operations manual, training materials and proprietary procedures are often considered trade secrets – particularly if:

• access is limited; and
• confidentiality is actively enforced.

Franchise agreements usually specify that such materials:

• must be returned upon termination; and
• may not be used outside the franchise system.

In addition to trade secret laws, US franchisors rely on copyright law, such as the Copyright Act of 1976, to protect written and digital materials such as:

• operations manuals;
• training guides;
• advertisements;
• software code; and
• instructional videos.

Copyright arises automatically upon the creation of original works fixed in a tangible medium under the Berne Convention; while registration with the US Copyright Office (which is optional) enhances enforcement rights, including eligibility for statutory damages and attorneys' fees.

In some franchise systems, patent protection may also be relevant – particularly where the franchisor owns:

• a unique product design;
• proprietary equipment; or
• a patented business method.

In such cases, patent rights provide exclusive control for a fixed term, typically enforceable through licensing provisions within the franchise agreement. Compared to many other jurisdictions, US IP law offers franchisors a relatively robust set of overlapping legal tools – but also places the burden on them to actively manage and enforce these rights through contracts, operational policies and legal action when needed.

10 Employment

10.1 What is the applicable employment regime in your jurisdiction and what specific implications does this have in the franchising context?

In the United States, federal employment laws establish baseline protections on issues such as:

• wages;
• workplace discrimination; and
• labour relations.

These laws apply nationwide and are enforced by federal agencies.

State laws often provide additional or more protective standards, such as:

• higher minimum wages;
• paid sick leave;
• broader anti-discrimination protections; and
• family leave policies.

Because states vary widely in their employment regulations, employers – including franchisees – must comply with both federal and applicable state laws.

Franchisees are generally the direct employers of their own staff and are thus responsible for complying with these laws. However, franchisors risk being deemed joint employers if they exercise significant control over employment conditions, exposing them to liability under both federal and state laws.

10.2 Can franchisees be deemed to be employees of their franchisor?

In some instances, franchisors may be alleged to be 'joint employers' of franchisees' staff, together with their franchisees. This has been an area of substantial attention in the United States at the federal and state government levels for the past decade. However, although government standard setting is important, if not critical, the concept of joint employment (or other vicarious liability) relating to a franchisee's staff also arises in private litigation – for example, where a franchisee's staff alleges that the franchisor played a role in employment-related practices.

Franchisors may face liability as joint employers if they are found to control or exert significant control over the terms and conditions of employment relating to the franchisee's staff. There have been vigorous debates in regulatory and legislative settings over whether:

• this control must be direct; or
• control can be implied by (or implicit in) the factual setting.

Franchisors typically seek to avoid this liability by structuring franchise relationships so that employment decisions are clearly within the franchisee's control. However, they risk being deemed joint employers if they:

• go beyond brand standards; and
• exercise direct or indirect control over personnel matters.

As a result, franchisors should take steps to ensure that employees of franchisees recognise the franchisee as the employer, such as:

• using signs indicating the relationship; and
• ensuring that direction, correction and information are delivered to employees by franchisee owners or managers and not by franchisor personnel.

11 Competition

11.1 What is the applicable competition regime in your jurisdiction and what specific implications does this have in the franchising context?

The primary competition laws in the United States are:

• the Sherman Act;
• the Clayton Act; and
• the Federal Trade Commission Act, which established the Federal Trade Commission (FTC).

These federal statutes prohibit:

• anti-competitive agreements;
• monopolistic practices; and
• unfair methods of competition.

States also regulate competition under state 'little FTC acts' and state competition laws.

The US competition regime emphasises maintaining free and open markets by prohibiting agreements that unreasonably restrain trade, including price-fixing, market allocation and certain exclusive dealing arrangements. In the franchising context, this regime has important implications. Franchisors must carefully structure their agreements and system-wide policies to avoid competition violations, especially regarding:

• pricing policies;
• territorial restrictions; and
• exclusive supply arrangements.

The US Supreme Court has concluded that parties such as a franchisor may, in certain circumstances and with proper business justification, establish a reasonable maximum resale price for goods and services sold by franchisees. A later Supreme Court decision reached a similar conclusion when applied to reasonable limits on minimum resale prices, although some states have taken the position that that enforcing even reasonable minimum resale price restrictions violates state competition law.

12 E-commerce

12.1 How is e-commerce regulated in your jurisdiction and what specific implications does this have in the franchising context? Can franchisees be prohibited from using e-commerce in their businesses?

Franchisees can be prohibited from using e-commerce and engaging in digital sales by virtue of contract terms.

In the United States, e-commerce is regulated through:

• federal laws such as:
• • the E-SIGN Act (validating electronic contracts); and
  • the Federal Trade Commission Act (preventing deceptive practices); and
• various state consumer protection and data privacy laws.

There is currently no single federal e-commerce statute; regulation relies on adapting existing laws to online commerce.

In franchising, franchisors often control franchisees' use of e-commerce through the franchise agreement to protect brand consistency and prevent channel conflicts. While franchisors can restrict or require approval for franchisee online sales, such limits must be clear and comply with competition and disclosure laws. Franchisees generally cannot sell online freely unless the agreement allows them to do so, making clear contractual terms essential for managing e-commerce within franchise systems. Among the provisions that are recommended for a new franchise agreement are up-to-date trademark, digital advertising and technology clauses that look forward to the period of time during which the franchise rights are to be exercised.

13 Consumer protection

13.1 What consumer protection measures are applicable in your jurisdiction and what specific implications do these have in the franchising context?

In the United States, consumer protection is enforced through a combination of federal statutes and state laws. At the federal level, the Federal Trade Commission Act prohibits unfair or deceptive business practices. Additionally, numerous state laws provide similar protections and may impose stricter requirements regarding business operations, including regulations on:

• advertising;
• warranties; and
• product safety.

The United States also has laws addressing specific areas such as privacy and product labelling.

In franchising, these laws impact both franchisors and franchisees. Franchisors and franchisees generally must avoid deceptive advertising and unfair business practices towards consumers.

Franchise agreements often allocate responsibility for compliance, but ultimate liability can fall on both parties. Whether or not a franchisor has legal responsibility for a franchisee's actions under these laws, a franchisor may sometimes choose to intervene in order to protect brand reputation – for example, when it comes to:

• franchisee marketing;
• data practices; and
• product or service quality.

13.2 Are franchisees covered under any of these consumer protection measures?

Franchisees are covered by US consumer protection laws in their capacity as business operators. However, with respect to the franchisor-franchisee relationship, franchisees are generally not considered consumers under most consumer protection laws because these laws are designed to protect individual purchasers of goods or services, not business entities.

14 Data security and cybersecurity

14.1 What is the applicable data protection regime in your jurisdiction and what specific implications does this have in the franchising context?

Unlike many jurisdictions with comprehensive national data protection laws, the United States employs a sectoral and state-based approach to data privacy and security. There is no single federal data protection statute; instead, laws apply to specific industries and data types. Key federal laws include:

• the Health Insurance Portability and Accountability Act for health data;
• the Gramm-Leach-Bliley Act for financial information; and
• the Children's Online Privacy Protection Act for children's data.

Additionally, around a dozen states have enacted comprehensive data privacy laws, which:

• grant consumers rights over their personal information; and
• impose extensive obligations on businesses.

The Federal Trade Commission (FTC) has acted with respect to data protection in certain cases – for example, where a party has promised that it would protect consumer data and then did not do so, whether:

• through inadvertence;
• by being unreasonably vulnerable to hacking; or
• otherwise.

In at least one case, the FTC claimed that a franchisor was responsible to consumers for a cyber incident involving a hotel; however, the impact of this case is unclear because the franchisor managed the property for the franchisee and was therefore directly responsible for data management (not derivatively by virtue of only being the franchisor of the brand).

In the franchising context, this fragmented legal landscape requires franchisors and franchisees to collaboratively manage compliance risks. Franchise agreements often allocate responsibilities for data collection, storage, security and breach notification, as both parties may have access to customer data. Franchisors must ensure that franchisees adhere to applicable data protection laws to safeguard brand reputation and avoid liability. Moreover, franchisors commonly implement standardised policies and training programmes to maintain compliance across the franchise system, balancing centralised control with the autonomy of individual franchisees operating in different jurisdictions with varying data protection requirements.

14.2 What cybersecurity obligations are applicable in your jurisdiction and what specific implications does this have in the franchising context?

Cybersecurity laws in the United States are a combination of federal and state requirements. While there is no comprehensive federal cybersecurity law, there are certain regulatory requirements depending on the sector and data breach notification laws in all 50 states.

Because franchisees operate as separate legal entities but share brand reputation and customer data, lapses in cybersecurity at the franchisee level can expose the franchisee, the franchisor and the entire franchise network to liability and reputational harm. Consequently, franchisors typically implement standardised security protocols, training programmes and auditing procedures to:

• ensure compliance across the franchise network; and
• mitigate risks associated with data breaches and cyberattacks.

Certain laws apply to the use of technology, including limits on unsolicited email and SMS/text messages. Private litigation involving alleged violations of these laws is not uncommon.

15 Disputes

15.1 In which forums are franchising disputes typically heard in your jurisdiction (ie, courts or arbitration)?

Both arbitration and litigation are commonly used. In some systems, arbitration is and has been the customary dispute resolution process and parties have used it with great success. However, in overall terms, more franchise disputes are heard in court than in arbitration.

Court cases can be brought in state courts or in federal court, depending on:

• the parties' circumstances (eg, if both the franchisor and the franchisee are in the same state, the case will typically be heard in state court); and
• the nature of the claims (eg, a trademark infringement claim brought after a franchisee is terminated will typically be brought in federal court).

15.2 Is mandatory non-binding mediation commonly used in franchising in your jurisdiction?

Non-binding mediation is commonly used both before and after formal dispute resolution. In many cases, arbitrators and judges refer the parties in a dispute to mediation in an attempt to resolve the case or at least focus the dispute on those issues on which the parties cannot reach agreement.

15.3 Is arbitration in your jurisdiction subject to any special requirements? Is your jurisdiction a party to the New York Convention?

The United States is a party to the New York Convention. Private arbitration agreements are generally enforceable under the Federal Arbitration Act. The US Supreme Court has struck out many state attempts to limit the scope or terms of arbitration.

15.4 Can class actions be brought in your jurisdiction? If so, what specific implications does this have in the franchising context?

Class actions are permitted in both federal and state court, as well as in arbitration. Contract clauses can be used to limit the use of class actions in all such venues and while those clauses are typically enforced, that is not always the case. Because class actions require common facts and circumstances (among other things) to proceed, it is not common for franchisees to successfully bring class actions against franchisors.

15.5 Have there been any recent cases of note?

Due to the size and scope of the US economy and the pervasive nature of franchising in the United States, there are hundreds of cases brought each year, most of which are settled by the parties, although a good number proceed to judgment. Some of those judgments are procedural in nature (and the parties do not proceed further after a preliminary ruling), and some of those judgments are final rulings on the merits of the claims.

Each year, the Forum on Franchising of the American Bar Association publishes a comprehensive examination of all cases involving franchising that were decided in the previous year. That publication (entitled Annual Franchise and Distribution Law Developments) typically summarises 300-500 cases of note each year.

16 Trends and predictions

16.1 How would you describe the current franchising landscape and prevailing trends in your jurisdiction? Are any new developments anticipated in the next 12 months, including any proposed legislative reforms?

Franchising is and will remain a robust part of the US economy despite:

• commercial, financial and in some cases regulatory headwinds; and
• uncertainty due to shifts in government policies.

Although it is unlikely that federal legislation or regulations will be adopted that will restrict franchisors and franchisees in the next year, it is possible that state-level regulations might be adopted that would have such an impact.

17 Tips and traps

17.1 What are your top tips for franchisors seeking to enter your jurisdiction and what potential sticking points would you highlight?

Consideration of how and where to enter the US market involves thoughtful and strategic attention to detail. This can include:

• thinking ahead to:
• • what corporate structure to adopt in the initial expansion project; and
  • where and when to establish offices; and
• the essential element – involving professionals experienced in working with in-bound franchisors, such as:
• • a law firm;
  • an audit firm; and
  • a business consultancy.

Careful planning may include targeted approaches to an initial foray such as seeking to take advantage of transaction-level exemptions that might minimise regulatory compliance burdens while engaging in a controlled test of the concept.

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.