Franchise Legal

Leading End To End Franchise Solutions

From Strategic Planning, Legal, Operations, and Training setup to Marketing, Sales, and Compliance…. we customize all phases with you and your team and assist you in executing them while building the associated materials.


Get the backing of lawyers with decades of experience in franchise law to seamlessly build and integrate your Entity Creation, UFDD, Individual and Area Development Agreements, Intellectual Property, and Buy-Sell Agreements, along with any other customized needs or litigation support in the future.

Legal Prep and Compliance Workflow

Franchise Science both retains and has its clients retain incredibly talented lawyers in the field of franchise law.  FSI is not a law firm, but rather works closely with highly qualified attorneys in franchise law, intellectual property law, and franchise litigation to insure that the Uniform Franchise Disclosure Document and all applicable franchise contracts and ancillary license agreements and partner agreements are managed by responsible attorneys who enjoy working with FSI as part of the project team.  This connectivity insures the strong connection desired between Legal, Strategic Planning and Operations, connecting each phase’s activities with teams that work together seamlessly so all of the planning and legal documents “talk to each other” for the best results and structure.

Once your Strategic Plan is completed for your franchisor organization, both the economics of the franchise business and the strategic reasoning for each activity of the business have been fully defined to the extent possible.  During the planning phase, extensive consulting and Q&A have already occurred in which decisions such as Royalty Percentages to the franchisee have been determined, along with any up-front fees to acquire a territory/unit or multiple units.  All of these delicate decisions made in the Strategic Planning meetings  and completed on required questionnaires are further discussed, modified as-needed, and included in the UFDD disclosures, along with all relevant contracts.  This is why Strategic Planning is always done “first” so we can carefully flow into any questions the attorneys may require to create your package.

For any franchise based in the U.S., you will start with the UFDD, and then create (at minimum) and Individual Franchise Agreement.  Franchisors planning to scale using qualified Area Developers (Area Development Agreement Required) also add the AD Agreement, but in any case, still need to start with the individual agreement to begin their package.  Once the UFDD disclosures are prepared and the individual and area development agreements are defined, a new entity is formed for the franchise company.  This entity could be one of a multitude of appropriate legal structures, from an LLC, S-Corp, C-Corp, or any other legal structure which client’s attorney and CPA suggest is best for the client’s purposes and tax positioning.

When a company or individual is a client of Franchise Science, they are automatically invited to our   frequently held 3-Day Seminars, and invited to attend these as they occur in Santa Barbara, California, or other various live locations.  Our 3-day seminars include Day-1, Franchise Marketing, Day-2, Franchise Sales…… and relevant to this discussion,  Day-3 Franchise Legal and Operations.  Therefore, a client attending Day-3 can get  very comprehensive overview of all things legal from the same lawyers who prepare their documentation above and can do it at the most convenient seminar for their schedule.  For clients who want to review legal requirements, entity structure or any other fundamentals of franchise law for new franchisors, recordings of past sessions can be provided to stream if a live session is not convenient.  However, none of the FSI sessions or training is a replacement for responsible planning directly with the attorney to customize client’s contracts in the most ideal way, so sessions will be held early on to process client’s legal regardless of any seminar participation.

There are many options, present and future, for franchising your business.  Although we do not encourage jumping into any kind of international development speaking, the franchise attorneys are more than capable of drafting any kind of international franchise agreement using partners in various countries of interest, as well as any domestic Master Franchise Agreement or other Sub Franchise documents.  Once client’s legal phase is started, all of the required documents will be explained in full directly by the appropriate attorney.

Additional items other than Entity Formation, and UFDD/Contract build to consider for any new franchisor  are the following:

  • Status of client’s TRADEMARKS or any applicable intellectual property relevant to the franchisor company model
  • Buy-Sell Agreement: If the new franchisee entity has more than one person as an owner, such as a business partner or other common ownership, it is many times advisable to create an agreement to protect the partners for any unforeseen situation in an “if this, then that” situational format.  This is especially critical in the case of illness or death or other incapacity to function to allow for smooth transitions and documented checklist protocols for all franchisor partners concerned.

Once all of the documentation for your legal needs are defined and created, you are legal to be a franchise in non-registration and non-filing states.  However, there are twenty-three states in the U.S. which require registration or filing, along with the applicable starting fees and renewal fees for their individual states.  Clients may wish to manage both new registrations and ongoing compliance themselves and automate this process through one of the myriad of franchisor software packages and self-administrate the state requirements.  However, most FSI clients have their franchise attorneys manage their compliance on a carefully tracked compliance calendar.  Both ways are acceptable.  Costs of registrations fees and renewal charges change from time to time, but we have a current list here:

Registration & Filling Costs and Renewals

Franchise Law is a specialty, and the complexities of compliance can be quite daunting if a client does not have proper representation.  Regardless of how you launch your franchise or other development journey, please do proper due-diligence to insure that your attorney has the franchise specialization and experience to represent you prior to preparation of your UFDD and franchise contracts.

Why use Franchise Science’s Preferred Franchise Attorneys?

Using FSI’s preferred franchise attorneys significantly improves the overall franchise modelling and communication process by fusing together all inputs from Strategic Planning and Operations to Legal and Compliance  by making council part of the team and having all parties involved in your development on the same page, reviewing and counselling on each piece of the puzzle as needed.  We prefer the full team approach to avoid any fragmentation in our development process.

Team Approach
Franchise Legal, I.P., and Trademark needs completed by some of the industry’s best franchise and intellectual property attorneys, with a connected “Team Approach” to avoid fragmentation in the overall process as business and legal decisions are made.
Video and Live
Both Video and Live Franchise Legal educational options for any FSI client (or) schedule an individual call or Zoom directly to review any structural decisions early-on which could affect your franchise development.
Strategic Plan
Detailed legal evaluation of each Strategic Plan and Operations method is part-and-parcel by having each team member work hand-in-hand with appropriate attorney

Frequently Asked Questions

Yes, of course. You are under no obligation to use any particular attorney, consultant, or other advisor or team-member. However, if your attorney is not a franchise attorney with extensive experience in franchise law with multiple projects in the industry under his or her belt, we will walk away from your project. If you use any qualified franchise attorney, we will be happy to collaborate with your outside council and adjust your development rates accordingly. Collaborating with attorneys outside of our preferred attorneys may slow us down by a few days but should not impact ultimate development goals.
FSI will review your existing manual and training materials and propose that you integrate them into a new Franchise Manual with a new Table of Contents. We will then review your training regimen for content, best practices, and franchise training content in need of addition and propose additional updates as-needed. The cost of adapting all of the materials to the FDD requirements and the time required will be transparent and evident to you after a cursory review of all your materials. The Operations Manual and Training Regimen are not “separate” from your FDD package but are connected and attached to it. Pages and contents from your Tables of Content must be defined in the FDD and training obligations contractually defined.
• No. We will form a Newco with the best positioning for you after familiarizing you with the nuances of each potential franchisor structure, including an LLC, S-Corp, C-Corp, B-Corp, etc. In addition to “separating” your corporate parent and creating a new clean entity, you should seek the advice of a knowledgeable CPA to discuss the best structure for both short and long-term tax planning and discuss any liability issues with your attorney.
I will need to fully review your promises of support, but we need to be careful about over-promising and under-delivering possibilities even with our good intentions. You will need to carefully review your training obligation and contents with your franchise attorney as soon as possible to evaluate the liability you may face if you cannot keep up with the details of your obligations. You may be able to deliver amazing support without defining it incorrectly, and mistakenly wind up in a dispute.
Well, there will be many similarities on the “boilerplate table of contents” most of the time, but what is clearly different is that instead of using a franchise attorney who is going to just give you a questionnaire and discuss a few obvious decision-points prior to drafting documents, our preferred lawyers will use our FSI Strategic Franchise Business Plans to review all of the best relevant data before they start their process, which will in-turn force the process to include more fine-tuning, push-back, and honing of decisions, as-opposed to “removing the early-stage consulting” from defining the process, and expecting a lawyer to just “fill in the blanks” without proper data. Collaborate with attorneys who take your business decisions and provide wise and seasoned legal advice on everything, not the ones who jump the gun and write up UFDD/contracts without even knowing how the business works, or what the BASIS IS for each Strategic Planning decision. People constantly make the mistake of hiring a franchise attorney prior to full analysis, diligence, and consulting by a reputable firm focused on their business mechanics first, which is often a recipe for disaster.

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