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Franchising offers a powerful way to scale your business by leveraging brand recognition and motivated entrepreneurs. However, New York is one of the 15 states that regulate franchises, requiring compliance with a specific legal framework. This guide outlines the key steps to become a franchisor in New York.
Understand Why New York Requires Registration
The Federal Trade Commission (FTC) requires a Franchise Disclosure Document (FDD) with 23 specific items. In New York, franchisors must submit the FDD, registration forms, and fees to the Department of Law before offering or selling franchises in the state. Prior approval is mandatory due to the state’s registration framework.
Prepare Your Franchise Disclosure Document (FDD)
The FDD is a foundational legal document outlining the franchise system, costs, obligations, and risks. It includes:
- Item 1: Disclosures about the franchisor, affiliates, and required licenses.
- Other items: Fees, estimated investments, franchisee duties, litigation history, territory rights, and financial statements.
New York specifically requires audited financials. If concerns arise, the state may request bonds, escrow, or other financial assurances.
File the Initial Registration Package
To begin, submit the following to the New York State Department of Law:
- Completed registration forms, including:
- Franchisor’s Cost & Source of Funds
- Consent to Service of Process
- Sales Agent Disclosure Form
- Franchise Disclosure Document (FDD) and Guarantee of Performance (if needed)
- $750 filing fee
- Audited opening balance sheet
After submission, the state may issue comments. Franchising activities can only begin once registration is approved.
Advertising & Pre-Sale Disclosures
Advertisements targeting New York residents must be filed at least 7 days before use, along with a compliance certification. If the state doesn’t respond in that time, usage is permitted. Marketing must align with the registered FDD.
Annual Renewal and Amendments
Renew your registration annually within 120 days after your fiscal year ends. Include:
- $150 renewal fee
- Updated FDD and forms
Missing the renewal window halts all franchise sales in New York. Material changes require pre- or post-effective amendments and an additional $150 fee.
Maintain Compliance & Handle Obligations
To stay compliant:
- Keep filings updated, including audited financials and amendments
- Ensure franchisees file DBAs/fictitious names as required
- Register sales agents
- Prepare for potential disputes or inquiries with legal support
What Can Go Wrong? Common Pitfalls to Avoid
- Late renewals can suspend your ability to franchise
- Insufficient financial disclosures may trigger escrow or bond requirements
- Using unapproved advertising can result in penalties
- Missing or late amendments violate regulations
- Improper exemption claims may lead to legal consequences
Ongoing legal guidance is vital to avoid these risks and ensure full compliance.
Work With a Franchise Lawyer: The Path to Confidence
A franchise attorney helps with:
- FDD preparation and registration
- Ensuring capitalization and financial compliance
- Handling renewals, amendments, and exemptions
- Advertising compliance and DBA filings
- Resolving legal or regulatory disputes
Some firms offer flat-fee programs to manage ongoing compliance, amendments, and state reviews efficiently.
Need Expert Help?
With proper guidance and documentation, franchising in New York is achievable. Registration gives access to a large, franchise-friendly market and opens doors to scale your brand while safeguarding intellectual property.
If you’re ready to grow through franchising, let our team of franchise attorneys support your journey from initial filing to full compliance.
Written By Yingjian (Windy) Xie
Yingjian (Windy) Xie is an associate at Torres & Zheng at Law (T&Z Business Law), specializing in corporate and transactional matters, including Initial Public Offerings (IPOs), cross-border acquisitions, and general corporate affairs.
