IFA s 45 th Annual LEGAL SYMPOSIUM
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1 LEGAL SYMPOSIUM
2 BASICS TRACK REGISTRATION: UNDERSTANDING THE STATE FRANCHISE REGISTRATION NETWORK Moderator: Cheryl Mullin Partner, Mullin Law, P.C. Speakers: Dale Cantone Deputy Securities Commissioner, Maryland Securities Division Chair, Franchise and Business Opportunities Project Group, North American Securities Administrators Association Alan R. Greenfield Shareholder, Greenberg Traurig, LLP Janaki Parmar FisherZucker, LLC
3 REGULATORY OVERVIEW Why is Registration Required? Preventing Fraud Assisting Investors in Making Informed Decisions Providing Investors with Recourse State Regulation of Franchising California, Florida, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin North American Securities Administrators Association and the Franchise Registration and Disclosure Guidelines State Regulation of Business Opportunities Connecticut, Florida, Georgia, Kentucky, Louisiana, Montana, Nebraska, North Carolina, Ohio, Oklahoma, Oregon, South Carolina, Texas, and Utah
4 Who Registers and When Who: Franchisors & Subfranchisors When: When There is Nexus with the State The Franchisee is Domiciled in the State The Franchised Business will be Located in the State The Offer or Sale Originates from the State The Offer is Accepted in the State In New York, the Franchisor Is Domiciled in the State Brokers and Sales Agents Selling in New York and Washington Business Opportunity Sellers
5 Types of Exemptions Large/Seasoned Franchisor Net Worth of Between $1,000,000 and $15,000,000 At Least 5 years of Experience with 25 Franchisees or More Sophisticated Purchase Exemptions Isolated Sales Exemptions Experienced Franchisee Exemptions for Employees Franchisee to Franchisee Sales Additional Sales to Existing Franchisees Fractional Franchise Out-of-State Exemptions
6 Prepping the FDD for Registration Make Sure All Required Disclosure Have Been Made Review Client Financials and Advise Regarding Likelihood of Impound US GAAP and GAAS (if an audit is required) Positive Net Worth Sufficient Working Capital State Specific Addenda? State FDD Addendum Required? Franchise Agreement Addendum/Rider Required? California Yes No Hawaii No No Illinois Yes Yes Indiana No No Maryland Yes Yes Michigan Yes No Minnesota Yes Yes New York Yes Yes North Dakota Yes Yes Rhode Island Yes Yes South Dakota No No Virginia No No Washington Yes Yes Wisconsin No No
7 Filing an Initial Registration Application When Do You File? Before Offering Or Selling In the State What Do You File? FDD with State-Specific Addenda, if Required Consent to Service of Process Uniform Franchise Registration Application Filing Fee State Specific Forms Exemption Filings Audit Consent Letter How Do You File? Hard and Electronic Copies of Filed Materials State Requiring Electronic Copies Only: Indiana, Rhode Island, and South Dakota Online Filing in Wisconsin
8 How Long Will It Take? General Timing Automatic Effectiveness of Initial Filings State California Illinois Maryland Michigan South Dakota Washington Wisconsin Initial Application Automatically Effective (Subject to Receipt of Comment Letters) 15 th Business Day After Filing 21 st Day after the Date of Filing 30 th Business Day After Filing Effective Upon Receipt By the State 10 Days after Receipt 15 th Business Day After Filing Effective Upon Receipt by the State
9 Responding to Examiner Comments How Do I Respond? Calls v. Formal Written Response s and Faxes Articulating A Disagreement When Must I Respond? California Hawaii Illinois Maryland Minnesota Washington State Date Within Which Substantive Response Must Be Issued 15 Days After Issuance 30 Days After Issuance Comment Letter Responses Due Within 30 Days After Issuance; Applications Not Approved Within 90 Days of Filing are Deemed Abandoned 6 Months After Issuance 120 Days After Issuance 15 th Business Day After Filing
10 Requests for Financial Assurances Escrow Deferral Surety Bonds Additional Capital Infusions Guaranty from Qualified Entity
11 Changing FDD In Response to Examiner Comments Does an examiner change in state require amendments everywhere? Clarifications to Existing Provisions Errors in Disclosure Correcting Typos Requests for Additional Financial Assurances Consult with your Client
12 Approval Tell your Client Send the Approved FDD Provide Instructions on Disclosure Remind the Client of Escrow/Deferral/Bonding Requirements Calendar the renewal deadline
13 Changes Triggering An Amendment The information in Item 19 is no longer representative of system performance The termination, closing, or failure to renew between 1% and 5% of the franchises in the state or 10% to 15% of the overall number of franchises Any change in the control, corporate name or state or incorporation, or reorganization of franchisor The repurchase by franchisor in excess of 5% to 10% of its existing franchises The commencement of any new product, service, or model line involving additional investment by the franchisee or discontinuation of the same Any changes in fee Any significant changes in purchasing requirements Any adverse financial development involving the franchisor or the franchisor s parent company, guarantor, or controlling entity
14 Filing Amendments When? Promptly, Between 30 and 90 Days in Most States Amendment Filings Not Required in Indiana or South Dakota What Do You File? FDD with State-Specific Addenda, if Required Uniform Franchise Registration Application Filing Fee Redline Denoting All Changes How Do You File? Hard and Electronic Copies of Filed Materials State Requiring Electronic Copies Only: Indiana, Rhode Island, and South Dakota Online Filing in Wisconsin
15 Amendment Effectiveness Effectiveness No Filing is Required Automatic Automatic Subject to Examiner Review Within 7 Days Within 13 Business Days Must Await Approval to Offer or Sell State Indiana and South Dakota Florida, Michigan, Kentucky, Nebraska, Texas, Utah, and Wisconsin Illinois, Virginia (with Affidavit of Automatic Effectiveness) Hawaii Rhode Island California, Maryland, Minnesota, New York, Rhode Island, and Washington
16 Re-disclosure and Permissible Sales Activities On Amending Can clients talk to prospects? Is Re-disclosure Required?
17 When Must You Renew? 90 Days After Fiscal Year End Hawaii 110 Days After Fiscal Year End California 120 Days After Fiscal Year End Illinois, Minnesota, New York, and Rhode Island Within 12 Months of Anniversary Date of Prior Registration Florida, Indiana, Maryland, Michigan, Virginia, Utah, Washington, and Wisconsin Earlier of the Anniversary Date of the Prior Registration or 120 days after the franchisor s Fiscal Year End North Dakota
18 How to File Renewals What Do You File? Clean and Redlined Copies of FDD with State-Specific Addenda, if Required Consent to Service of Process Uniform Franchise Registration Application Filing Fee How Do You File? Hard and Electronic Copies of Filed Materials State Requiring Electronic Copies Only: Indiana, Rhode Island, and South Dakota Online Filing in Wisconsin
19 Incomplete Renewal Filings?
20 Renewal Effectiveness Effectiveness Automatic Automatic Subject to Examiner Review Within 7 Days Within 13 Business Days Must Await Approval to Offer or Sell State Florida, Kentucky, Michigan, Nebraska, Texas, Utah, and Wisconsin Illinois and Virginia (with Affidavit of Automatic Effectiveness) Hawaii Rhode Island California, Maryland, Minnesota, New York, Rhode Island, and Washington
21 Permissible Sales Activities While Renewals Are Pending
22 Your Client Commits A Violation- Now What? Offers While Unregistered Sales While Unregistered Inaccuracies in the FDD Complaints from Franchisees or Competitors to the State
23 THANK YOU!!! QUESTIONS?!?
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