If you are a franchisor planning to sell franchises in Delaware, understanding the compliance requirements is essential. Delaware is not a franchise registration state, which means you do not need to register your Franchise Disclosure Document (FDD) with any state agency before offering or selling franchises. However, Delaware has additional requirements that franchisors must understand. At Lopes Law LLC, we handle multi-state franchise compliance for franchisor clients and ensure all filings are current and accurate.

This guide covers the complete compliance checklist for franchisors selling in Delaware: FTC Rule requirements, state filing obligations, business opportunity law considerations, and common mistakes to avoid.

Is Delaware a Franchise Registration State?

No. Delaware does not require franchisors to register their FDD with any state agency. For a complete list of registration states, see our guide to franchise registration states.

What Are the FTC Franchise Rule Requirements?

The FTC Franchise Rule (16 C.F.R. Part 436) applies to all franchise sales in Delaware. Key requirements include:

• Complete FDD: All 23 mandatory items must be included and current.
• 14-day disclosure: The FDD must be delivered at least 14 days before signing or payment.
• No earnings claims outside Item 19: Financial performance representations only through Item 19.
• Annual updates: FDD must be updated within 120 days of fiscal year end.

What State-Specific Requirements Apply in Delaware?

Delaware is a non-registration state. No FDD filing required. FTC Rule compliance only.

Does Delaware Have a Franchise Relationship Law?

Yes. Delaware has the Delaware Franchise Security Law (Del. Code tit. 6, Sections 2551 et seq.), which provides ongoing protections for franchisees. Franchisors must structure their franchise agreements and operations to comply with these statutory requirements. At Lopes Law LLC, we advise franchisors on how to structure their franchise agreements to comply with state relationship laws while protecting the franchisor’s legitimate business interests.

What Are the Compliance Steps for Delaware?

1. Ensure FDD currency: Verify your FDD has been updated within 120 days of your fiscal year end.
2. Review state requirements: Determine whether any state filing, notice, or exemption is required in Delaware.
3. File any required notices: Complete any state-level filing or exemption claim before offering franchises.
4. Maintain disclosure timing: Document all FDD deliveries with signed receipts and date stamps.
5. Renew annually: Maintain current state filings and update the FDD each year.

What Are the Costs of Delaware Franchise Compliance?

• FDD Development: $25,000 flat fee for a complete FDD and Franchise Agreement package at Lopes Law LLC.
• Fractional General Counsel: $2,000 to $4,000+ per month for ongoing compliance and legal support.
• State Filing Fees: Varies by state. Contact us for specific Delaware filing fee information.

For a detailed breakdown, see how much a franchise lawyer costs.

Common Delaware Compliance Mistakes

• Forgetting state filings: Even in non-registration states, some require annual notices or exemption filings.
• Using an outdated FDD: Offering franchises with an FDD that has not been updated within 120 days of fiscal year end is a federal violation.
• Making earnings claims outside Item 19: Informal financial projections during sales conversations are FTC Rule violations.
• Failing to document FDD delivery: Every FDD delivery should be documented with a signed receipt.

For an overview of all 14 franchise registration states, see our complete guide to franchise registration states. For guidance on what to look for in any FDD, see what an FDD review includes. If you are seeing red flags in your franchise agreement, see franchise agreement red flags your lawyer should catch. For cost information, see how much a franchise lawyer costs.

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