Franchise Disclosure Document (FDD)
A franchise disclosure document (FDD) is a legal disclosure document that must be given to individuals interested in buying a franchise as part of the pre-sale due diligence process. The document contains information needed by potential franchisees before making a significant investment decision.
The FDD was previously known as the Uniform Franchise Offering Circular (UFOC) before it was revised by the Federal Trade Commission (FTC) in July 2007.
The FDD outlines comprehensive information about the roles of the franchisee and is designed to enable a potential franchisees to make an informed decision.
The FDD is divided into 23 sections.
- The franchisor and any parents, predecessors, and affiliates: This section establishes how long the franchisor has been operating.
- Business experience: Outlines the experience of the executive team running the franchise system.
- Litigation: Covers pending actions, material actions, and prior actions against the franchise.
- Bankruptcy: Bankruptcies involving the franchise, its predecessors, and its affiliates must be disclosed.
- Initial fees: A franchisor must disclose any fees charged to franchisees.
- Other fees: Hidden or undisclosed fees can be a source of dispute later on, so a franchisor must be careful to reveal all charges and be fully transparent.
- Estimated initial investment: The franchisee must be aware of what the low and high range of the initial investment may be, including an estimate of their working capital.
- Restrictions on sources of products and services: Covers any required purchases of goods and services, in addition to disclosing any ownership or financial relationship between the franchise and required suppliers.
- Franchisee's obligations: Lays out the franchisee's obligations in a reference table.
- Financing: Outlines the conditions of any financing arrangements.
- Franchisor's assistance, advertising, computer systems, and training: Explains the pre-opening and ongoing assistance that the franchisee can expect from the franchisor.
- Territory: While there is no obligation to give a franchisee any range or territory in which to do business, this is the space to indicate any geographical restrictions a franchisor is placing on the franchisee.
- Trademarks: Discloses the trademarks registered to the franchise.
- Patents, copyrights, and proprietary information: This section discloses patents, copyrights, and other protected information not covered under the trademarks section.
- Obligation to participate in the actual operation of the franchise business: This makes it explicit whether the franchise can be held as an arms-length investment or whether direct participation is expected.
- Restrictions on what the franchisee may sell: Covers whether only franchise approved goods and services can be sold.
- Renewal, termination, transfer, and dispute resolution: Outlines the described processes.
- Public figures: Covers any person whose name or physical appearance is associated with the franchise. For example, a particular celebrity who appears in franchise commercials.
- Financial performance representations: An optional space for a franchisor to estimate a franchise's potential performance based on reasonable assumptions.
- Outlets and franchisee information: Where the franchise stats are disclosed as to the number of company-owned outlets and franchised outlets in operation for the last three years.
- Financial statements: A franchisor must provide three years of financial statements to the Franchisee as part of the FDD. This includes balance sheets, statements of operations, owner's equity, and cash flows.
- Contracts: This is where the franchisor outlines the franchise agreement. It may also include financing agreements, product supply agreements, personal guarantees, software licensing agreements, and any other contracts specific to the franchise's situation.
- Receipts: This is the final section of the FDD. Here, the franchisee will review the disclosure and business decisions outlined between the two parties and provide the franchisee with any additional information.