Franchising

What is a UFOC?

The UFOC was a response to some unethical behavior in the 1960's and 1970's. Today franchises are regulated by law. The Federal Trade Commission (FTC) requires that certain information be disclosed to potential franchisees before a contract can be signed or any payment made. The information is presented to the prospective franchisee in the form of a document -- the UFOC.

The FTC requires franchisors in every state to provide a UFOC. In addition, some states require that the offering must first be approved and registered by the state before it can be promoted to prospective franchise buyers. These states include: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Oregon, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. Certain states, such as Illinois and Minnesota, have even more stringent requirements for the franchisor. This in turn affords better protection for the prospective franchisee.

What Does the UFOC Contain?

The UFOC contains 23 items of information that must be current as of the completion of the franchisor's most recent fiscal year. If there is a material change to the information in the document, the franchisor must make a revision (to be issued quarterly). The disclosure document must be given to a prospective franchisee at whichever occurs earlier: the first personal meeting of franchisor and prospective franchisee or ten working days prior to the execution of a contract or money payment to the franchisor.

Standard UFOC Items:

1. The Franchisor, It's Predecessors And Affiliates

2. Business Experience

3. Litigation

4. Bankruptcy

5. Initial Franchise Fee

6. Other Fees

7. Initial Investment

8. Restrictions On Sources Of Products And Services

9. Franchisee's Obligations

10. Financing

11. Franchisor's Obligations

12. Territory

13. Trademarks

14. Patents, Copyrights and Proprietary Information

15. Obligation To Participate In The Actual Operation Of The Franchise Business

16. Restrictions On What The Franchisee May Sell

17. Renewal, Termination, Transfer And Dispute Resolution

18. Public Figures

19. Earnings Claims

20. List Of Outlets

21. Financial Statements

22. Contracts

23. Receipt

How Do I Use this Franchise Document?

The UFOC is similar to a securities prospectus. It can provide the information you need to evaluate a company or to target potential sales clients. An accredited franchise company, whether publicly traded or privately owned, must provide this disclosure document.

The UFOC is most valuable for potential franchisees, potential franchisors, franchisors, investors, financial companies and suppliers to franchisees.

1. The franchisor and any predecessor. This section contains historical background material on the franchisor, as well as any predecessors. It includes corporate and trade names, address and principal place of business. A description of the franchise should include information such as the nature of the franchise and business experience of the franchisor, including direct experience in a franchise.

2. Identity and business experience of persons affiliated with the franchisor. All names of individuals having significant responsibilities in the operation of the business or in support services provided to the franchisees must be disclosed. Information stating the person;s current position in the company and business experience for the last five years is also included. If a marketing representative or franchise broker is involved, the same information is required.

3. Litigation history. Detailed information on criminal, civil and administrative litigation involving any of the officers, owners, directors or key executives of the company is disclosed in this section if the allegations or proceedings would concern the potential franchisee.

4. Bankrupcy history. The franchisor must disclose whether the company or any of its directors or officers has filed for bankruptcy during the past 15 years. Information on each action must be included.

5. Franchisee's initial franchise fee and/ or other initial payment. This section states the franchise fee and any other initial payments to be made by the franchisee upon the execution of the franchise agreement. The section discloses the terms of payment and fees, the use of such monies, and whether the payment and fees are refundable in whole or in part.

6. Other fees. All other fees are detailed, including royalties, advertising fees, insurance expences, training costs, audit and accounting cost, consulting, leases, alteration costs and any other fees associated with the franchise.

7. Franchisee's estimated initial investment. The estimated expenditures associated with the opening of a franchise are recounted with a high and low range given for real estate, construction, equipment, fixtures, permits, furnishings, signage, inventory, working capital, etc. This section should include the name of the person or persons to whom payment is made for the preceding, under what terms and whether refund terms apply.

8. Obligations of franchisee to purchase or lease from designated sources. Any requirements that the franchisee must purchase goods, services, supplies, equipment or insurance for the opening and/or operation of the franchise from a franchisor-designated source must be disclosed. Franchisors must also disclose if they receive income from the approved suppliers as a result of purchases by franchisees.

9. Obligations of franchisee to purchase or lease in accordance with specifications or from approved suppliers. A further elaboration on supply sourcing, this section itemizes any seponsibility of the franchisee to purchase or lease either from pre-approved suppliers or according to franchisor specifications. Specifications for purchases are not normally included, but pricing, discounts and procedures to have suppliers approved by the franchisor are usually cited.

10. Financing arrangements. Any financing programs that are offered either by the franchisor or its designates are described in this section.

11. Obligations of franchisor: other supervision, assistance or services. This section describes the initial and on-going services and support of the franchisor. Often it is divided into two parts -- service obligations of the franchisor and services that may be performed by the franchisor. Some types of service and support described are training, advertising material, site selection, market research and computer services.

12. Territorial rights. If the franchisor grants exclusive rights, the territory and the rights will be described in this section. Any conditions that the franchisee must meet to retain these rights, as well as the right of the franchisor, are also disclosed.

13. Trademarks, service marks, trade names, logo types and commercial sumbols. The franchisor must disclose information regarding the registration of trademarks, service marks, trade names, logo types and commercial sumbols with the U.S. Patent and Trademark Office. Also included is a list of states and countries in which the marks are registered, as well as any limitations imposed on the franchisee for the use of these marks.

14. Patents and copyrights. This disclosure lists any patents and copyrights that may be involved in the operation of the franchise and that may cover trade secrets and confidential information.

15. Obligation of the franchisee to participate in the operation of the franchise business. If the franchisor requires the active participation of the franchisee in the operation of the business, it must be so stated. Terms and conditions of the participation should be defined.

16. Restrictions on goods and services offered by franchisee. Any limits or exclusions on goods and services that can be commerialized by the franchisee are stated in this section.

17. Renewal, termination, repurchase, modification and assignment of the franchise agreement and related information. This, the longest and most complex section, covers the franchisor's requirements and the franchisee's options when a franchise is to be renewed, terminated, repurchased, modified or assigned.

18. Arrangements with public figures. If the franchisor has any compensation or endorsement program with a public figure, it must be disclosed. If the public figure is involved in the ownership or the management of the franchise, it must also be disclosed.

19. Actual, average, projected or forecasted franchise sales, profits or earnings. There is an option here. Some franchisors will state that they do not furnish the actual, average, projected or forecasted sales and earnings to prospective franchisees. If a franchisor does make a claim of sales, profits or earnings, then the franchisor must fully describe the method by which the claim is made.

20. Information regarding franchises of the franchisor. The franchisor provides a summary of franchises sold, the number actually operating, the number of agreements signed but not in operation, and the number of company-owned units. Information on the number of franchises terminated or not renewed with the causes for termination or non-renewal for the past three years is also required.

21. Financial statements. In this section there is a complete set of financial statements, usually a balance sheet for the past fiscal year, an income statement and changes in the financial position of the franchisor for the most recent three fiscal years. Most states require audited statements.

22. Franchise agreement and related documents. A copy of the franchise document and any other document to be signed by the franchisee must be included as exhibits.

23. Acknowledgement of receipt by a prospective franchise. Prospective franchisees are required to sign an acknowledgment that a disclosure document was received from the franchisor.