🗺️ 2025 Guide to Franchise Registration States in the U.S.

Franchisors planning multi-state growth must navigate not only federal rules but also state franchise registration laws in key states.

Understanding where registration is required—and what that process entails—is essential to avoiding sales delays, regulatory scrutiny, costly mistakes and disclosure complications in your FDD (Item 3).

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📝 Four Main Categories of State-Level Rules

1. Registration States – Franchisors must submit and obtain approval for their FDD before offering or selling a franchise within the state.

   • Most of these states review the FDD and provide comments
   • Additional disclosures may be required
   • Key contract terms may be superseded by state laws

2. Filing/Notice States – Franchisors must file the FDD or notify regulators but do not require approval.

   • These states do not review your FDD
   • May have additional disclosure
   • May supersede certain contract terms

3. Business Opportunity States – Formal business opportunity filing required unless exempt.

   • Franchisors with a federally registered trademark are typically exempt from business opportunity registration
   • Other exemptions may apply, but are not typical

4. Non-Registration States – No additional state filings are required—FTC compliance alone suffices.

   • These states have no franchise specific laws
   • These states have no additional disclosure obligations
   • Franchisors can sell with a current FDD

✅ 2025 Franchise Registration States (Approval Required Before Sales)

Franchisors must submit and receive approval of their Franchise Disclosure Document (FDD) before offering or selling franchises in these states:

• California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia and Washington

  • Applications can be submitted online in each state
    • Some through the NASAA national filing depository
    • Others on state specific webpages
  • Initial, renewal and amendment fees imposed by each state
  • Registration can take from a few weeks to a few months (or more)

🗃️ 2025 Filing or Notice States

These states require a notice filing:

• Connecticut, Kentucky, Nebraska and Texas– One-time filing

  • Franchisors need a registered trademark to qualify for one-time filing in Connecticut
  • No federally registered trademark required for filing in Kentucky, Nebraska or Texas.

• Florida and Utah – Annual filing

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🗂️ 2025 Business Opportunity States

These states do not have franchise specific laws, but they have business opportunity laws.

• Connecticut, Georgia, Louisiana, Maine, North Carolina, and South Carolina
  • Franchisors file a notice of exemption in Connecticut

Generally, franchisors with a federally registered trademark are exempted from business opportunity registration. FTC rules still apply nationwide.

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📌 2025 Non-Registration States

All other U.S. states fall under this category. No state-level filing is required, but FTC rules still apply nationwide

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🚦 3-Step State Registration Process

1. Identify State Jurisdiction

   • Where do you want to offer franchises?

   • Where will your franchisees live?

   • Where will you meet with franchisees to discuss franchise opportunities?

2. Submit the FDD & Application (in Registration States)

   • Submit a copy of your current FDD with audited financials and all other required documents. States often require:

     • Application
     • Franchise Seller Disclosure Forms
     • Consent to Service of Process
     • Consent of Auditor
     • Cost and Source of Funds

   • FDD must typically include a state-specific addendum superseding portions of the FDD and franchise agreement (or other agreements)

   • In filing states, only an application is typically required

3. Await Approval or Notify

   1. Most registration states will provide comments
   2. Regulator comments must be addressed before registration will occur
   3. Receive formal acceptance of the application
      • Registration is not an endorsement or approval of your offering
      • Registration is an approval to offer and sell franchises in the particular state

📈 Why It Matters

• Legal Compliance – Selling before state approval can result in:

  • fines
  • orders prohibiting or suspending sales
  • unenforceable contracts
  • damages owed to franchisees

• FDD Accuracy – Late filings or state orders may require disclosure in future FDD Item 3 (litigation/government action), which can deter prospects.

• Growth Planning – Track registration calendars and renewal deadlines as part of your sales and territory strategy.

📍 Improving the Tracking Process with Zors Approval Map Layer

Stay Compliant and Visualize Approvals

• ✅ Color-Coded Compliance Map
  Instantly see where you’re approved to sell with green (approved), yellow (pending), and red (expired or not filed) indicators for each state.

• 🚦 Sales Alignment with Filing Status
  Ensures your sales team only engages in states where registration is active or exemption has been filed.

• 🔁 Ongoing Monitoring
  Use the map to manage renewals, track pending approvals, and flag upcoming expirations before they become a problem.

• 🧩 Integrated Into Territory Planning
  View approval status directly while evaluating or assigning franchise territories to avoid compliance risks.

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🔑 Final Takeaway

If you're planning multistate franchise expansion, mastering state-level franchise disclosure requirements is mission-critical.

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🛑 Disclaimer:
The information provided in this blog post is for general informational purposes only and is not legal advice or a substitute for consulting with a qualified attorney. Franchise law is complex and highly nuanced, governed by both federal regulations and varying state-specific laws. Proper legal guidance requires a detailed understanding of these rules as applied to your specific circumstances. You should not act—or refrain from acting—based on anything in this post. You should consult your franchise attorney for legal advice.