There are 14 franchise registration states in the United States. These states require franchisors to register their Franchise Disclosure Document (FDD) with a designated state agency and receive approval before offering or selling any franchises in that state. This is a layer of regulation that goes beyond the federal FTC Franchise Rule, which applies nationwide and requires disclosure but does not mandate state-level approval. If you are franchising your business or buying a franchise, knowing whether a given state is a registration state is one of the first legal questions you need to answer.

This guide covers every registration state, explains the difference between registration states and relationship states, and outlines what each category means for both franchisors and franchisee buyers. At Lopes Law LLC, we handle multi-state franchise registration for franchisor clients and advise franchisee buyers on the protections available in their specific state.

What Is a Franchise Registration State?

A franchise registration state requires franchisors to file their FDD with a state regulatory agency, pay a filing fee, and receive written approval before they can legally offer or sell franchises in that state. The state agency reviews the FDD for completeness, accuracy, and compliance with state-specific disclosure requirements. Until approval is granted, no sales can occur.

By contrast, non-registration states (sometimes called “disclosure-only states”) are governed solely by the federal FTC Franchise Rule, codified at 16 CFR Part 436. The FTC Rule requires franchisors to prepare and deliver an FDD at least 14 calendar days before the franchisee signs any agreement or pays any money. But the FTC Rule does not require state-level filing or approval. A franchisor can operate in a non-registration state by simply having a compliant FDD and following the 14-day disclosure rule.

The distinction matters enormously. In a registration state, a franchisor who sells a franchise without completing registration has violated state law. The consequences can include civil liability, rescission rights for the buyer, fines, and in serious cases, criminal penalties. In a non-registration state, the same franchisor faces FTC enforcement only if they have violated federal disclosure requirements.

Which States Require Franchise Registration?

The 14 franchise registration states, along with their registration authorities, are listed below. Every franchisor expanding nationally must address each of these states separately before selling in that market.

State	Registration Authority	Governing Statute
California	Dept. of Financial Protection and Innovation (DFPI), Franchise Division	California Franchise Investment Law (CFIL), Corp. Code §§ 31000-31516
Hawaii	Dept. of Commerce and Consumer Affairs (DCCA), Business Registration Division	Hawaii Franchise Investment Law, HRS Chapter 482E
Illinois	Illinois Attorney General’s Office	Illinois Franchise Disclosure Act (IFDA), 815 ILCS 705
Indiana	Indiana Securities Commissioner	Indiana Franchise Disclosure Law, IC 23-2-2.7
Maryland	Maryland Securities Division, Dept. of Labor	Maryland Franchise Registration and Disclosure Law, MD Code, Bus. Reg. §§ 14-201 et seq.
Michigan	Michigan Dept. of Attorney General, Franchise Section	Michigan Franchise Investment Law (MFIL), MCL §§ 445.1501 et seq.
Minnesota	Minnesota Dept. of Commerce	Minnesota Franchise Act, Minn. Stat. §§ 80C.01 et seq.
New York	NY Dept. of Law (Attorney General), Investor Protection Bureau	NY General Business Law, Article 33, §§ 680-695
North Dakota	North Dakota Securities Commissioner	ND Century Code Chapter 51-19
Rhode Island	Dept. of Business Regulation, Securities Division	Rhode Island Franchise Investment Act, RIGL §§ 19-28.1-1 et seq.
South Dakota	Division of Insurance, Securities Regulation	SD Franchise Investment Act, SDCL Chapter 37-5B
Virginia	State Corporation Commission (SCC)	Virginia Retail Franchising Act, VA Code §§ 13.1-557 et seq.
Washington	Dept. of Financial Institutions (DFI), Securities Division	WA Franchise Investment Protection Act, RCW Chapter 19.100
Wisconsin	Dept. of Financial Institutions (DFI), Securities Division	Wisconsin Franchise Investment Law, Wis. Stat. §§ 553.01 et seq.

What Is the Difference Between a Registration State and a Relationship State?

This is one of the most important distinctions in franchise law, and many people confuse the two. A registration state governs the pre-sale process: it requires the franchisor to get approval before selling. A relationship state governs the ongoing franchise relationship after the agreement is signed: it protects franchisees from arbitrary termination, non-renewal, and other franchisor actions.

Some states are both. California, Illinois, Indiana, Maryland, Minnesota, Hawaii, Rhode Island, Washington, and Wisconsin have both registration requirements and franchise relationship laws. This means a franchisor in these states must navigate pre-sale registration AND must comply with ongoing relationship law requirements that limit how they can terminate, refuse to renew, or restrict a franchisee.

Other states are registration-only. Michigan and New York require FDD registration but have limited or no general franchise relationship statutes. Virginia has registration requirements but more limited relationship law protections. South Dakota similarly has registration requirements with more limited relationship law. This matters for franchisee buyers because buying in a relationship-law state gives you significantly stronger ongoing protections than buying in a registration-only state.

North Dakota and Wisconsin deserve special mention. North Dakota has strong relationship law protections including restrictions on post-termination non-competition covenants. Wisconsin has both the Wisconsin Franchise Investment Law and a separate powerful statute, the Wisconsin Fair Dealership Law (Wis. Stat. §§ 135.01 et seq.), which applies to many franchise arrangements and provides some of the strongest dealer and franchisee protections in the country.

Why Do Registration States Matter for Franchisors?

If you are franchising your business and plan to sell franchises nationally, the registration states will shape your entire expansion timeline and legal budget. Here is what registration means operationally:

You cannot sell before you register. Offering or selling a franchise in a registration state without completing registration is a serious legal violation. Even sending marketing materials to a prospect in California before your DFPI registration is approved can constitute an unlawful offer. This catches new franchisors off guard repeatedly.

Annual renewals are required. Most registration states require franchisors to renew their registration annually, which means re-filing an updated FDD every year. Missing a renewal deadline technically means the franchisor cannot sell new franchises in that state until renewal is complete. At Lopes Law LLC, we track renewal deadlines for all our franchisor clients to prevent this compliance gap.

State-specific addenda are required. Every registration state requires the franchisor to attach a state-specific addendum to both the FDD and the franchise agreement. These addenda disclose state-specific franchisee rights, modify choice-of-law provisions, and incorporate any relationship law protections that state law requires. Preparing accurate addenda for all 14 states is a substantial drafting project that requires knowledge of each state’s specific requirements.

State comment periods add time. After filing, most registration states review the FDD and may issue comment letters requesting changes or additional disclosures. California’s DFPI review typically takes 4 to 6 weeks for initial registration. New York’s Investor Protection Bureau can take 6 to 8 weeks. Franchisors planning a national launch need to build state registration timelines into their rollout plan, often starting the process 3 to 6 months before the intended sales date in key registration states.

Why Do Registration States Matter for Franchisee Buyers?

If you are buying a franchise in a registration state, you have additional layers of protection beyond the federal FTC Rule. Understanding those protections is part of any thorough FDD review.

First, registration means the state has independently reviewed the FDD and confirmed it meets that state’s disclosure standards. This does not mean the state has endorsed the franchise opportunity or vouched for its quality. But it does mean the FDD has cleared a regulatory review that goes beyond federal requirements.

Second, if the state has a relationship law, those protections apply to your franchise agreement regardless of what the agreement says about governing law. Relationship law protections cannot be contracted away. If California law requires good cause for termination and your franchise agreement says the franchisor can terminate at will, California law governs. The franchisor’s choice-of-law clause does not override mandatory state franchise relationship protections for a California-based franchisee.

Third, state addenda to the franchise agreement often contain specific modifications that strengthen your position. These include modifications to termination notice periods, limitations on post-termination non-compete enforcement, enhanced transfer rights, and disclosures about franchisor financial condition. Reading and understanding the state addendum is a critical part of the pre-purchase review process.

What Is a State-Specific FDD Addendum?

Every registration state requires franchisors to attach a state-specific addendum to both the FDD (the disclosure document) and the franchise agreement (the contract). These addenda serve two functions: disclosure and modification.

The disclosure function means the addendum must disclose specific franchisee rights available under that state’s law. For example, the California Addendum must disclose that California law limits non-competes, provides relationship law protections under the California Franchise Relations Act, and gives franchisees certain rights regarding association with other franchisees.

The modification function means the addendum actually changes specific clauses in the franchise agreement to comply with state law. This includes modifying choice-of-law provisions (so that California law governs California franchisees, not the franchisor’s home state law), limiting or nullifying non-compete provisions in states like California and North Dakota where they are largely unenforceable, and adding notice and cure requirements for termination that match state relationship law standards.

From a franchisee buyer’s perspective, the state addendum is one of the most important documents in the FDD package. At Lopes Law LLC, our FDD review always includes a detailed analysis of the state-specific addendum for our client’s state, because that is where the most significant modifications to their actual contractual rights appear.

How Does Lopes Law LLC Handle Multi-State Registration?

At Lopes Law LLC, we have registered franchise systems in all 14 franchise registration states. Our approach for new franchisor clients involves a sequencing strategy rather than attempting to register in all 14 states simultaneously.

We typically recommend starting with the states that represent the franchisor’s primary target markets. For a mid-Atlantic food service franchisor, that often means Maryland first, then New York, then looking at Virginia and Illinois. For a West Coast-focused brand, California registration is the priority. For a truly national launch, we develop a phased registration calendar that groups states with similar addendum requirements to minimize redundant drafting work.

Our flat fee for state registration is $1,000 to $2,500 per state, depending on the complexity of that state’s requirements and whether the franchisor needs new addenda drafted from scratch or can adapt existing addenda. Government filing fees are separate and billed at cost. California’s initial filing fee is $675; Hawaii’s is $250; most other registration states range from $250 to $500 for initial registration.

A Client Scenario: Multi-State Registration for a Growing Restaurant Franchisor

Consider a Philadelphia-area fast-casual restaurant franchisor who had sold several franchises in Pennsylvania (a non-registration state) and wanted to expand nationally. They had received serious inquiries from prospective franchisees in California, Illinois, and New York simultaneously. The franchisor assumed they could simply send their existing FDD to these prospects and begin sales discussions.

That assumption was incorrect. Before any offer could be made in California, Illinois, or New York, registration was required in each state. We immediately identified the urgency: two of the three prospects had set informal decision timelines. We fast-tracked the CA and IL registrations, prepared state-specific addenda for all three states, and coordinated filings with the DFPI, the Illinois AG’s office, and the NY Investor Protection Bureau concurrently. California took approximately five weeks for initial approval. Illinois took four weeks. New York, which had specific comment questions about the Item 19 financial performance representation, took seven weeks after we responded to the state’s inquiry. The franchisor was able to close two of the three prospects after registration was complete, and the third re-engaged six months later. The total state registration cost across all three states was approximately $9,500 in legal fees plus state filing fees, a fraction of the franchise fees received from the two completed sales.

State Guides: Individual Registration State Overviews

For a detailed breakdown of each registration state’s specific requirements, relationship law protections, addendum requirements, and franchisee rights, see our individual state guides below:

Each state guide covers the specific filing requirements, state agency contact information, typical review timelines, and the key addendum provisions that differ from the federal FDD standard. At Lopes Law LLC, we maintain current templates and filing relationships with all 14 state registration authorities to streamline the process for our franchisor clients.

• California Franchise Registration Guide
• Hawaii Franchise Registration Guide
• Illinois Franchise Registration Guide
• Indiana Franchise Registration Guide
• Maryland Franchise Registration Guide
• Michigan Franchise Registration Guide
• Minnesota Franchise Registration Guide
• New York Franchise Registration Guide
• North Dakota Franchise Registration Guide
• Rhode Island Franchise Registration Guide
• South Dakota Franchise Registration Guide
• Virginia Franchise Registration Guide
• Washington Franchise Registration Guide
• Wisconsin Franchise Registration Guide

Understanding which states require franchise registration is one of the first steps in any serious franchise expansion plan. Whether you are a franchisor mapping your national rollout or a franchisee buyer evaluating a franchise opportunity in a registration state, the legal landscape in your specific state shapes what protections apply and what obligations must be met before a sale can occur.

For detailed information on any individual state, see the linked state guides above. For direct legal guidance on your specific situation, reach out. We are friendly. Call now for a free consultation at (267) 777-9117 or schedule your free 20-minute consultation online.