Build Your Franchise System on a Legal Foundation That Holds Up
Franchising your business is one of the most legally complex steps you can take as a business owner. From the FDD to state registrations to ongoing compliance, Lopes Law guides emerging and established franchisors through every stage, with flat fees and no hourly billing.
Flat fees. No hourly billing. Free initial consultation.
What Franchising Your Business Actually Requires
Franchising is not simply licensing your name to someone. It carries specific legal obligations under federal law and, in many states, registration requirements before you can sell a single franchise. Here is what you need to get right from the start.
A Compliant Franchise Disclosure Document
Federal law (the FTC Franchise Rule) requires franchisors to provide prospective franchisees with a Franchise Disclosure Document at least 14 days before any agreement is signed or money changes hands. Getting your FDD wrong exposes you to FTC enforcement and private lawsuits.
State Registration Where Required
Fourteen states require franchisors to register their FDD with a state regulator before selling franchises in that state. These registration states include California, New York, Illinois, Maryland, and others with strict review timelines and disclosure requirements that go beyond the federal standard.
A Franchise Agreement That Protects Your System
The franchise agreement is your operating contract with every franchisee. It defines territory, fees, standards, termination rights, and what happens when things go wrong. A weak franchise agreement creates litigation risk and undermines system consistency at scale.
Annual Renewals and Ongoing Compliance
Your FDD must be updated annually and whenever material changes occur. Registration states have specific deadlines and amendment requirements. Staying compliant as your system grows requires a process, not just a one-time document.
Franchisor Legal Services
Full legal support for emerging franchisors from initial FDD drafting through multi-state growth and ongoing compliance.
FDD Drafting
We draft your Franchise Disclosure Document from scratch, ensuring all 23 items are accurate, complete, and compliant with the FTC Franchise Rule. We write the FDD alongside your franchise agreement so the two documents are consistent.
State Registration
We handle registration filings in all 14 registration states, including California, New York, Illinois, Maryland, Washington, and others. We manage the state review process, respond to comments, and get your FDD approved so you can sell.
Annual Renewal & Amendments
Your FDD must be updated every year and whenever a material change occurs. We manage your annual renewal cycle, prepare amendments when needed, and re-file in registration states on your timeline so you never fall out of compliance.
Franchise Agreement Drafting
We draft franchise agreements tailored to your business model, territory strategy, and system standards. We build in protections for your brand, define franchisee obligations clearly, and address termination and default in a way that holds up in court.
Operations Manual Review
Your operations manual is incorporated by reference into the franchise agreement. We review your manual to ensure it aligns with your FDD and franchise agreement and does not create inadvertent obligations or contradictions that could be used against you.
Multi-Unit & Area Development Agreements
If you plan to sell multi-unit rights or area development agreements, those require separate documents with specific legal structures. We draft multi-unit agreements, development schedules, and performance requirements that give your system room to grow.
From Strategy Call to Ready to Sell
Our process is designed for founders and operators who need to move quickly without cutting corners on compliance.
Free Strategy Call
We discuss your business, your franchising goals, and what state markets you want to target. You leave with a clear picture of what your FDD process will look like and what it will cost.
Flat Fee Engagement
We provide a written flat fee quote for your FDD and franchise agreement. No hourly billing surprises. You know the total cost before we start.
FDD & Agreement Drafting
We draft your complete FDD and franchise agreement, work through revisions with you, and prepare the documents for your review and approval before any filing.
Registration & Launch
We file your FDD in your target states, manage state comments and corrections, and get your registrations approved. Once approved, you are legally ready to sell franchises.
What Sets Us Apart for Franchisors
We work with franchisors across industries and at every stage. Here is what that means in practice.
We Know Both Sides of the Table
Anthony Lopes has drafted FDDs for franchisors and reviewed them for franchisees. That dual perspective means we know what regulators look for, what franchisees push back on, and how to draft documents that survive both scrutiny and litigation.
BigLaw Training, Boutique Access
Anthony trained at Duane Morris LLP, a top-20 Am Law firm with a national franchise practice. You get that level of legal sophistication with the responsiveness and transparency of a boutique. Your calls get returned. Your attorney does your work.
Flat Fees Only
FDD drafting and registration state filings are billed at flat fees, not hourly rates. You know what you are paying before we start. There are no billing surprises when you ask a question or request a revision.
Built for Founders, Not Just Established Brands
Many franchise law firms focus on established brands with existing legal teams. We work with founders who are franchising for the first time and need a partner who can explain the process, not just bill for it. We stay involved from first draft to first franchisee.
We had been told by another attorney that our FDD would take six months and cost twice what Anthony quoted us. He delivered a complete, registration-ready document in half the time for a flat fee. We are now registered in four states and selling franchises.
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Anthony Lopes, Esq.
Founder, Lopes Law LLC · Franchise Law Attorney
Anthony Lopes is a franchise attorney who has represented both franchisors and franchisees throughout his career. Before founding Lopes Law LLC, he practiced at Duane Morris LLP, a top Am Law 100 firm, where he worked on franchise documentation, FDD review, and dispute resolution matters.
He founded Lopes Law LLC to offer franchise clients the quality of BigLaw representation at a price and pace that works for founders and growing businesses. His experience drafting and reviewing franchise agreements from both sides of the table gives franchisor clients a meaningful advantage in structuring systems that attract franchisees and hold up under scrutiny.
Lopes Law represents franchisors and franchisees across industries nationally, with offices in Philadelphia and Wyncote, Pennsylvania.
Frequently Asked Questions
How long does it take to get a franchise system legally ready to sell?
For a new franchisor, the process from engagement to a complete, compliant FDD typically takes 8 to 14 weeks depending on the complexity of your business and the responsiveness of the drafting process. State registration in registration states adds time on top of that: California review alone can take 6 to 10 weeks or longer. We will give you realistic timelines during your initial consultation based on your specific situation.
What is a registration state, and do I have to register there?
Fourteen states require franchisors to register their FDD with a state regulator before selling franchises to residents of that state: California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin. If you plan to sell franchises in any of these states, you must be registered there first. Selling without registration in these states is a serious legal violation and can result in rescission of the franchise agreement and damages.
Can I use an FDD template I found online?
You can, but it is a significant risk. FDD templates may be outdated, may not comply with current FTC rules or state-specific requirements, and will almost certainly not reflect the specifics of your business, your franchise structure, or your territory model. Franchisors have faced enforcement actions and franchisee lawsuits over FDD errors that could have been avoided with competent drafting. An FDD is not a document to economize on.
What is included in Item 19 of the FDD, and do I have to include financial performance representations?
Item 19 covers Financial Performance Representations. Franchisors are not required to include one, but most prospective franchisees expect to see financial performance data as part of their due diligence. If you include an Item 19, it must be based on actual data and comply with FTC requirements. A misleading or unsupported Item 19 is one of the most common sources of franchise litigation. We advise on what you can include, how to present it accurately, and what risks come with each approach.
How often does my FDD need to be updated?
Franchisors are required to update their FDD annually, within 120 days of the end of their fiscal year. In addition to the annual update, you must issue amendments whenever a material change occurs. Material changes include things like a new lawsuit involving the franchise, changes to fees, significant changes to the business, or changes in key management. We manage annual renewal cycles for franchisor clients and flag material changes as they arise so you do not inadvertently fall out of compliance.
What is your flat fee for FDD drafting?
Our flat fee depends on the complexity of your franchise system, the number of states you want to register in initially, and whether you need ancillary documents like multi-unit agreements. We provide a written flat fee quote after your initial consultation. Most first-time FDD engagements for emerging franchisors fall within a range we can quote accurately after a 20-minute call. Schedule a free consultation to get your specific number.
Ready to Franchise Your Business? Let's Talk.
Schedule a free 20-minute consultation to discuss your franchise system, your target states, and what the process looks like from here. You will leave the call with a clear picture of what is required and what it will cost.
Prefer to schedule on your own time? Use the link below to book directly.
145 Greenwood Ave, Suite 400, Wyncote, PA 19095
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