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Wisconsin Franchise Registration FAQ

Annual Registrations

Amendments

Other Questions


Annual Registrations

Where can I file a franchise registration?
All franchise registrations and amendments to registrations must be made online at:
https://www.wdfi.org/apps/franchiseefiling/

Any franchise registrations received by mail will not be accepted by the Division. The cover letter and check for payment will be returned to the filer, while any other materials included, such as the franchise disclosure document, will be destroyed.


When do I need to file a franchise registration?
Franchises must be registered with the Division no later than date of first franchise sale in Wisconsin.


How much will it cost to file a registration?
Per Wis. Stat. § 553.72, the registration fee is $400.00. Payment can be made by credit card (Visa, MasterCard or American Express) or by electronic check.


How long will it take for the Division to review the franchise registration materials?
Wisconsin is not a franchise merit-review state. Per Wis. Stat. § 553.26(3), franchise registration are effective on the date of receipt (the same day that the franchise registration is filed online).


When does a franchise registration expire?
Per Wis. Stat. 553.26(3), franchise registrations are effective for one (1) year from the effective date of registration (which is the same day that the registration is filed).

Example: If a franchise registration is filed online on January 1, 2017, the registration will expire on January 1, 2018.

 

How do I renew a franchise registration?
There are no statutory provisions in the Wisconsin Franchise Investment Law, Wis. Stat. Ch. 553 for renewal procedures. A new registration filing must be made prior to the one (1) year expiration date of an existing franchise registration in order for a franchisor to continue to offer its franchises in Wisconsin.

If the franchise's registration expires on a weekend or national holiday, there are three options:

  • An annual registration can still be made online on that day, or
  • It can be filed early to slightly overlap with the registration that is about to expire, or
  • It can be filed after the registration has expired, so long as no sales take place during the "gap" period when the franchise is not registered.

 

My company offers different types of franchise systems. Do I need to file a registration for each of them?
Each franchise system to be sold in Wisconsin must file a separate registration and fee with the Division.

 

Do I need to file franchise advertising with the Division?
No filing of advertising used for the franchise is required.

 

What is the difference between the issuance date and the effective date on the franchise disclosure document ("offering circular")?
The "issuance date" is simply the date the franchisor finalizes a franchise disclosure document. The issuance date should change each year when a franchisor files its annual report/renewal registration, but the issuance date does not change when the franchisor files an amendment during its registration period. For an amendment application, the franchisor should designate the amended FDD with the most recent issuance date by stating on the cover page "issuance date x [x = most recent issuance date], as amended y [y = date when amendments to this FDD were finalized]."

It is important for franchisors to designate the right issuance date, and to change it each year on renewal, because both the certification page and the accountants' consent form refers to the issuance date. The issuance date ties both the certification and the accountants' consent to the correct version of the FDD that is the subject of both forms. For example, under the certification page, a representative of the franchisor swears that a specific version of an FDD is accurate and contains no material omissions. The only way to identify the FDD to which that certification applies is by the issuance date.

The effective date is the date when a franchise disclosure document becomes effective for use in Wisconsin. The effective date is the day that the registration is filed online, since a registration is effective upon receipt by the Division. It does not change the issuance date.

Franchise disclosure documents should include an issuance date which may be as late as the effective date of the franchise disclosure document, but not post-dated past the effective date.


Amendments

How do I file an amendment to a franchise registration?
All franchise registrations and amendments to registrations must be made online at:
https://www.wdfi.org/apps/franchiseefiling/

Any amendments to franchise registrations received by mail will not be accepted by the Division. The cover letter and check for payment will be returned to the filer, while any other materials included, such as the amended franchise disclosure document, will be destroyed.

 

When do I need to file an amendment to a franchise registration?
A registrant must file an application to amend the registration within thirty (30) days of the occurrence of a material event under Wis. Stat. § 553.31 and § DFI Sec. 32.07, Wis. Admin. Code. A non-exhaustive summary of material events are described in § DFI-Sec 31.01(2).

Examples of Material Changes per § DFI-Sec. 31.01(2)(a)-(e) include but are not limited to:

  • The franchisor is terminating, closing, or failing to renew a certain amount of franchises, depending on whether the franchisor is located in Wisconsin. Please see § DFI-Sec. 31.01(2)(a) for more information.
  • The franchisor's corporate name changes. See § DFI-Sec. 31.01(2)(b).
  • There is a change in control, or a reorganization of the franchisor. See § DFI-Sec. 31.01(2)(b).
  • The franchisor's state of incorporation has changed. See § DFI-Sec. 31.01(2)(b).
  • The franchisor has purchased more than 5% of its existing franchises during the last 90 days. See § DFI-Sec. 31.01(2)(c).
  • The franchisor is adding, discontinuing, or modifying a marketing plan, product, or service. Please see § DFI-Sec. 31.01(2)(d) for more information.
  • The franchisor or its affiliated parties experience an adverse financial development, which can include a bankruptcy filing, or payment default on its obligations. Please see § DFI-Sec. 31.01(2)(e) for more information.

 

How much will it cost to file an amendment to a franchise registration?
Per § DFI-Sec 32.07(1) and § DFI-Sec 35.01(1)(d), the amendment fee is $200.00. Payment can be made by credit card (Visa, MasterCard or American Express) or by electronic check.

 

When is an amendment to a franchise registration effective?
An amendment to a franchise registration is effective upon receipt (the same day it is filed online). Please be aware that franchise amendments are only effective through the remaining registration that they amend. For example, if a franchise is registered on January 1, 2017, but amended on March 31, 2017, the franchise will only be amended until the original registration’s expiration date on January 1, 2018.


Other Questions

When do does a copy of the franchise disclosure document need to be provided to a franchisee?
Per Wis. Stat. § 553.27(4) a copy of the franchise disclosure document (also known as an "offering circular") must be provided fourteen (14) calendar days prior to either execution by the prospective franchisee of any binding franchise or other agreement, or the payment of any consideration, whichever first occurs.

 

Is escrow or impound required to register a franchise in Wisconsin?
Under certain circumstances, escrow or impound may be required under Wis. Stat. § 553.27(2) and § DFI-Sec 32.08.

 

Where can I find out whether a franchise is registered in Wisconsin?
You can search for the current registration status and history of a franchise in Wisconsin on the DFI website at: https://www.wdfi.org/apps/FranchiseSearch/MainSearch.aspx

Please make sure you enter the legal or trade name of the franchise correctly (e.g. the name includes a numerical 5 or is spelled out as "five"), as this will impact the accuracy of your search results.

You should always check whether a franchise is registered in Wisconsin before purchasing it. You can search using the link above, or contact the Division via email or at 608-266-1064.

 

I am buying a franchise – do I need to file a registration or amendments with the Division?
No. Franchisees do not need to file any annual registrations or amendments with the Division of Securities, though there may be other filing requirements for your business depending on how it is organized. Please review the information on filing requirements on the Division of Corporate and Consumer Services section of the DFI website.

 

Where can I find the relevant statutes and rules for franchise registration and other franchise related issues?
Franchise Registrations are governed in Wisconsin by the Wisconsin Franchise Investment Law, Wis. Stat. Ch. 553, and the Wisconsin Administrative Code, DFI-Sec Chapters 31-36.

The Wisconsin Fair Dealership Law, Wis. Stat. Ch. 135 applies to most, if not all, franchise agreements and prohibits the termination, cancellation, non-renewal or the substantial change of the competitive circumstances of a dealership agreement without good cause. It further provides that ninety (90) days prior written notice of a proposed termination, etc. must be given to the dealer. The dealer has sixty (60) days to cure the deficiency and if the deficiency is cured, the notice is void. Section 17 of the Offering Circular (also known as a “franchise disclosure document”) and the corresponding section of the franchise or license agreement should state that the Wisconsin Fair Dealership Law supersedes any provisions contained in the franchise or license agreement that are inconsistent with that Law. DFI does not enforce these statutes.

The Federal Trade Commission also has rules on franchising, focused mainly on the disclosures a franchisor must make to a prospective franchisee before they purchase a franchise.

You can also find out more about franchising from these great resources:

ABA Forum on Franchising

North American Securities Administrators Association (NASAA)

International Franchise Association (IFA) - The IFA is a trade organization to which many franchisors and franchisees belong. The site contains loads of information allowing you to compare franchise opportunities.

American Franchisee Association (AFA) - The American Franchisee Association (AFA) is a national trade association of franchisees and dealers founded in February 1993. The AFA works to improve the industry of franchising while protecting its members’ economic investments in their businesses.

You can also Email us or call us at 608-266-1064.