Franchise Registration and Disclosure Guidelines

Uniform Franchise Offering Circular (UFOC) Guidelines were prepared and adopted by the North American Securities Administrators Association (NASAA) and its predecessor, the Midwest Securities Commissioners Association. Although NASAA cannot create statutes (that is the constitutional province of state legislatures), NASAA intends for the UFOC Guidelines to facilitate compliance with disclosure requirements under state franchise investment laws.

Where possible, NASAA has developed uniform disclosure requirements, but differences in state laws bearing on the franchise relationship may necessitate changes. In addition, state administrators will continue to review the application for deficient disclosure and additional disclosure necessitated by special problems or risks in the proposed offering.

In 2007, the Federal Trade Commission (FTC) adopted an Amended Franchise Rule that allows franchisors to choose to follow a new disclosure format for an interim period, until July 1, 2008. NASAA recommends that, as of July 1, 2007, Registration States permit franchisors to file in those states franchise disclosure documents prepared under the 2007 Interim Guidelines, in accordance with the Instructions set forth below.  Franchisors may choose to follow the UFOC Guidelines, as an alternative to the 2007 Interim Guidelines, but only until June 30, 2008.

After June 30, 2008, the FTC does not allow franchisors to follow the UFOC Guidelines as the format for franchise disclosure in the United States.

Therefore, as of July 1, 2008, NASAA recommends that Registration States permit franchisors to file in those states franchise disclosure documents prepared under the 2008 Franchise Registration and Disclosure Guidelines as set forth below.

Franchisors should check with individual states to confirm whether they have any specific requirements for filing franchise registration in addition to the UFOC Guidelines.