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Franchise Registration And Disclosure Guidelines - North Dakota
| Franchise Registration And Disclosure Guidelines Form. This is a North Dakota form and can be used in Securities Blue Sky Secretary Of State . |
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NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION, INC ("NASAA") 2008 FRANCHISE REGISTRATION AND DISCLOSURE GUIDELINES (Amended and Restated UFOC Guidelines) On January 23, 2007, the Federal Trade Commission ("FTC") adopted a final amended Franchise Rule ("Amended FTC Franchise Rule"). 16 C.F.R. Part 436. As of July 1, 2008, all franchisors must prepare and distribute disclosure documents that, at a minimum, comply with the disclosure format of the Amended FTC Franchise Rule. Under the Amended FTC Franchise Rule, states may impose additional requirements under state law consistent with the Amended FTC Franchise Rule. The North American Securities Administrators Association ("NASAA") has adopted the disclosure requirements of the Amended FTC Franchise Rule, with minimal additional requirements, as the successor to the Uniform Franchise Offering Circular Guidelines adopted on April 23, 1994. The NASAA-adopted Amended FTC Franchise Rule is attached in Part VII. As of July 1, 2008, Franchise Filing States will only accept for filing Franchise Disclosure Documents prepared under the Amended FTC Franchise Rule in accordance with the Instructions set forth below. This requirement does not affect any Franchise Disclosure Document registered by a Franchise Filing State before July 1, 2008 if the Franchise Disclosure Document otherwise complies with applicable state law and the Amended FTC Rule. These NASAA Franchise Registration and Disclosure Guidelines replace the NASAA Uniform Franchise Offering Circular Guidelines as of July 1, 2008. I. Franchise Filing States The "Franchise Filing States" are the states that have adopted these NASAA Guidelines. II. Uniform Franchise Registration Application A. Forms In order to register a franchise in the Franchise Filing States, the following application documents must be used by a franchisor if and as required by the state: 1. 2. 3. 4. 5. 6. 7. 8. 9. Uniform Franchise Registration Application (Form A); Franchisor's Costs and Sources of Funds (Form B); Uniform Franchise Consent to Service of Process (Form C); Franchise Seller Disclosure Form (Form D); Franchise Disclosure Document (see Part III below); Application Fee (varies by Franchise Filing State); Guarantee of Performance (if required) (Form E); Consent of Accountant (or a photocopy of the consent) to the use of the latest audit report in the Franchise Disclosure Document (Form F); and Advertising or promotional materials (if required by the Franchise Filing State). Copies of Forms A, B, C, D, E and F are attached in Part V. Instructions for preparation immediately follow each Form. American LegalNet, Inc. www.FormsWorkFlow.com B. Form of Initial Application 1. An application for an initial registration must contain: (a) (b) One copy of a complete franchise registration application, including the Franchise Disclosure Document, on paper; and One copy of the complete franchise registration application, including Franchise Disclosure Document, on a CD-ROM, in Portable Document Format (PDF) format. 2. The cover letter submitting the filing must contain a representation that all of the information contained in the electronic file is identical to the paper documents. In addition, the electronic version of the Franchise Disclosure Document should be text searchable. If a Franchise Filing State examiner requires changes to any documents submitted, the franchisor must file a complete clean copy of the revised Franchise Disclosure Document and any other revised documents, and a blacklined copy of all revised pages, unless the examiner directs otherwise. In addition to filing the complete clean Franchise Disclosure Document and blacklined pages on paper, a franchisor must include copies on a CD-ROM, in PDF format. Do NOT use margin balloons or color highlights to show changes. 3. 4. C. Form of Renewal or Amendment Application 1. An application to renew or amend a franchise registration must contain: (a) One copy of a complete franchise renewal or amendment application, including two copies of a complete updated or amended Franchise Disclosure Document on paper. One paper copy of the complete updated or amended Franchise Disclosure Document must be black-lined to show all additions, deletions and other changes from the applicant's previous submission; and One copy of the complete franchise renewal or amendment application, including a clean and black-lined copy of the Franchise Disclosure Document on a CD-ROM, in PDF format. (b) 2. The cover letter submitting the filing must contain a representation that all of the information contained in the electronic file is identical to the paper documents. In addition, the electronic version of the Franchise Disclosure Document should be text searchable. If a Franchise Filing State examiner requires changes to any documents submitted, the franchisor must file a complete clean copy of the revised Franchise Disclosure Document and any other revised documents, and a black- 3. American LegalNet, Inc. www.FormsWorkFlow.com lined copy of all revised pages, unless the examiner directs otherwise. In addition to filing the complete clean Franchise Disclosure Document and blacklined pages on paper, a franchisor must include copies on a CD-ROM, in PDF format. 4. III. Do NOT use margin balloons or color highlights to show changes. The Franchise Disclosure Document A. Format The Franchise Disclosure Document must be prepared in the format required under the Amended FTC Franchise Rule (See Part VII below) and in accordance with the NASAA requirements listed below. B. State Cover Page The Franchise Disclosure Document must include the following State Cover Page prepared in accordance with these Instructions, which must immediately follow the FTC required Cover Page (See Part VII below): 1. State the following legend: STATE COVER PAGE Your state may have a franchise law that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT. Call the state franchise administrator listed in Exhibit ___ for information about the franchisor or about franchising in your state. 2. State the following: MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN OR
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