franchise agreement review Maryland • FDD review attorney • buying a franchise in Maryland • franchise disclosure document • Maryland Franchise Reform Act • Rockville franchise attorney
What Every Maryland Franchisee Must Know Before Signing a Franchise Agreement
Key Points
- Maryland is a registration state. A franchisor generally must register the franchise offer with the Securities Commissioner in the Office of the Attorney General before selling here.
- The FTC Franchise Rule gives you the disclosure document at least 14 calendar days before you sign or pay anything, and 7 days before signing an agreement the franchisor materially changed on its own.
- The FDD runs 23 items. Items 3, 6, 7, 12, 17, 19, 20, and 21 hold most of the risk.
- Item 17 is the map of your exit: renewal conditions, termination triggers, transfer approval, non-competes, arbitration, and choice of law.
- Core system terms rarely move, but territory, development schedules, cure periods, and the personal guarantee often can be negotiated by addendum.
- Section 14-227 gives Maryland buyers a private claim with damages, rescission, and restitution. The FTC Rule alone does not.
- The Maryland Franchise Reform Act takes effect October 1, 2026, revising the deadline for private claims and protecting franchisee association rights. Talk with a franchisee representation attorney before you sign.
The check you cannot un-write
Why this decision deserves a lawyer
Buying a franchise is usually the largest contract a small business owner will ever sign. The investment often runs well into six figures once you account for the initial fee, buildout, equipment, inventory, deposits, and the working capital you will burn before the business turns. And unlike most large purchases, you are not negotiating a deal so much as accepting a system. The agreement was drafted by the franchisor’s counsel, refined across hundreds of transactions, and presented to you as standard.
That does not make it a bad deal. Franchising works, and a strong brand with real support can be a far better path than starting from scratch. But it does mean the document in front of you was written to allocate risk in one direction, and that the questions worth asking are not the ones the sales process is designed to answer. The franchise development representative you have been speaking with is, in most systems, a salesperson whose compensation depends on closing you.
What follows is a Maryland-specific walkthrough of the legal review a prospective franchisee should run before signing: what legally counts as a franchise here, why Maryland’s registration requirement matters to you as a buyer, the federal timing rules that govern when you must receive the disclosure document, which of the 23 disclosure items actually carry risk, the agreement clauses that determine your exposure and your exit, what is realistically negotiable, the remedies Maryland law gives you if the disclosures were wrong, and what changes when the Maryland Franchise Reform Act takes effect this fall. If your purchase involves an existing location rather than a new one, our guide on how to buy a business in Maryland covers the diligence that runs alongside this analysis.
What counts as a franchise in Maryland
The three-part test, and why labels do not control
Maryland defines a franchise by substance, not by what the parties call the arrangement. Under Md. Code, Bus. Reg. Section 14-201(e), a franchise is an express or implied, oral or written agreement in which all three of the following are present:
- A prescribed marketing plan or system. The purchaser is granted the right to engage in the business of offering, selling, or distributing goods or services under a marketing plan or system prescribed in substantial part by the franchisor.
- Substantial trademark association. The operation of the business under that plan or system is associated substantially with the trademark, service mark, trade name, logotype, advertising, or other commercial symbol that designates the franchisor or its affiliate.
- A franchise fee. The purchaser must pay, directly or indirectly, a franchise fee.
The definition includes an area franchise. The statutory definition of a franchise fee is broad and reaches payments for goods or services, though it carves out items such as repayment of a bona fide loan from the franchisor, purchases of supplies or fixtures at fair market value, purchases or leases of real property at fair market value, and sales demonstration material sold at no profit.
Why this matters to a buyer: an arrangement marketed as a license, a dealership, a distributorship, or a business opportunity can still be a franchise under Maryland law if it satisfies the test. When it is a franchise, the registration and disclosure obligations attach, and so do your remedies. Maryland regulators have published guidance on how the trademark-association element is evaluated, including whether use of the franchisor’s marks is meant to enhance the franchisee’s chances of success and whether the franchisee contributes operating revenue toward advertising. See COMAR 02.02.08.02.
The practical takeaway. If someone is selling you the right to operate under their brand and system, and you are paying for that right, treat it as a franchise until an attorney tells you otherwise. A seller who insists their program is “not technically a franchise” is making a legal conclusion that may be wrong, and if it is wrong, the seller has skipped registration and disclosure obligations that exist for your protection.
Maryland is a registration state
What registration means, and what to verify
Most states do not require franchisors to register before selling. Maryland does. Under Md. Code, Bus. Reg. Section 14-214(a), unless an exemption applies, a person must register the offer of a franchise with the Commissioner before offering to sell, through advertisement or otherwise, or selling the franchise in the State. The Commissioner here is the Securities Commissioner in the Office of the Attorney General, and the Securities Division administers the program under COMAR 02.02.08.
Registration is an annual obligation. Franchisors file, pay a fee, and renew each year to keep selling in Maryland, and they must amend their filings for material changes. The regulations define material change to include events such as the termination of more than 10 percent of the franchisor’s Maryland franchises during any three-month period, or more than 5 percent of all its franchises regardless of location during any three-month period. Those thresholds tell you something about what Maryland considers a warning sign, and they are worth borrowing as your own diligence questions.
Several exemptions exist. The registration requirement does not apply to certain transactions by fiduciaries such as executors, administrators, receivers, trustees in bankruptcy, guardians, and conservators; to an offer or sale of a franchise substantially similar to one the offeree or buyer already owns; or to other transactions the Commissioner exempts by regulation. Importantly for resale buyers, the requirement also does not apply to a franchisee selling a franchise for the franchisee’s own account, which is why buying an existing unit from a departing franchisee follows a different path than buying a new unit from the franchisor.
Selling an unregistered franchise in Maryland is not a technicality. It is one of the two grounds for civil liability under Section 14-227, discussed below, and it can support rescission. Confirming that the franchisor’s Maryland registration is current, and that the FDD you received is the registered version rather than a draft or an out-of-state edition, is one of the first steps in a competent franchisee-side review.
The 14-day rule and the 7-day rule
Two federal deadlines that protect your review window
The federal timing rules come from the FTC Franchise Rule, codified at 16 C.F.R. Part 436. Two deadlines matter.
- The 14-day rule. A franchisor must furnish a prospective franchisee with a copy of its current disclosure document at least 14 calendar days before the prospect signs a binding agreement with, or makes any payment to, the franchisor or an affiliate in connection with the proposed sale. The clock begins when the disclosure document is furnished, not when a deposit is paid. Both signing and payment are prohibited until the 14-day period has run, so a franchisor generally may not accept even a purportedly refundable deposit during that period.
- The 7-day rule. A franchisor may not unilaterally and materially alter the terms and conditions of the basic franchise agreement or related agreements without furnishing the prospect with a copy of each revised agreement at least seven calendar days before signing. Changes made at the prospective franchisee’s request are excluded, which is why negotiated changes you asked for do not restart the clock.
The Rule also requires the franchisor to furnish its most recent disclosure document and any quarterly updates upon reasonable request before you sign. If you started conversations months ago and are only now approaching signature, ask for the current version. Systems change, and the Item 20 turnover figures and Item 21 financials you read in the spring may look different now.
Fourteen days is a floor, not a schedule. Nothing in the Franchise Rule obligates you to sign on day 15. A meaningful review includes reading the FDD and every exhibit, calling current and former franchisees, having counsel analyze the agreement, having an accountant test the economics against Item 7 and any Item 19 data, and lining up financing and a lease. That work does not fit in two weeks. Franchisors who apply pressure around a discount that expires the day your review window closes are creating urgency, not offering value.
The FDD: 23 items, and where the risk sits
What the disclosure document contains
The Franchise Rule requires a disclosure document containing 23 specific items of information, set out at 16 C.F.R. Section 436.5, plus exhibits that typically include the franchise agreement itself, the financial statements, and any lease or financing forms. A full FDD often runs several hundred pages. Buyers frequently skim the narrative and skip the exhibits, which is precisely backward, because the exhibits contain the contracts you will actually be bound by.
All 23 items deserve reading. These carry the most risk:
| Item | What it discloses | What to look for |
|---|---|---|
| Item 3 Litigation |
Pending and prior actions involving the franchisor and its key people, including franchise, antitrust, securities, fraud, and deceptive practice claims, plus material actions involving the franchise relationship in the last fiscal year | Whether the franchisor routinely sues its own franchisees, and whether claims cluster around a recurring theme such as territory or fees |
| Item 5 Initial Fees |
All fees and payments for goods or services received before your business opens, and the conditions under which they are refundable | Whether the initial fee is refundable at all, and under what narrow conditions |
| Item 6 Other Fees |
Every recurring or contingent fee in tabular form, including royalties, advertising contributions, technology fees, transfer fees, renewal fees, audit fees, and training charges | The total ongoing burden as a percentage of revenue, whether fees can increase, and which fees are non-refundable |
| Item 7 Estimated Initial Investment |
A table of your estimated total investment, including a required “additional funds” category covering an initial period of at least three months | Whether the additional funds figure is realistic for your market, and whether the high end of each range is affordable rather than the low end |
| Item 8 Required Purchases |
What you must buy from the franchisor, its affiliates, or approved suppliers, and whether the franchisor derives revenue from those purchases | The percentage of the franchisor’s revenue coming from required purchases, which reveals whether the system profits from supplying you |
| Item 12 Territory |
Whether you receive an exclusive territory, and whether the franchisor reserves rights to sell within your area through other channels | Reserved internet, catalog, delivery, and alternative-brand rights, plus any performance conditions that let the franchisor shrink your territory |
| Item 17 The Franchise Relationship |
A cross-referenced table covering term, renewal, termination, transfer, non-competes, and dispute resolution | Everything. This is the single most important item for understanding your downside |
| Item 19 Financial Performance |
Either a financial performance representation with a reasonable basis and written substantiation, or a statement that the franchisor makes none | Whether numbers you were told verbally appear here at all, and if a representation is given, how many outlets actually achieved the stated results |
| Item 20 Outlets and Franchisees |
Three years of outlet counts by state, transfers, terminations, non-renewals, reacquisitions, and closures, plus contact lists for current and departed franchisees | Net unit growth or decline, turnover concentrated in your state, and whether franchisees have signed confidentiality clauses limiting what they can tell you |
| Item 21 Financial Statements |
Audited financial statements, generally a balance sheet for the prior two fiscal year-ends and operations, equity, and cash flow statements for three years | Whether the franchisor can fund the support it promises, and whether a start-up franchisor is still phasing in audited statements |
Item 19, Item 20, and the questions they raise
Two items deserve extra attention because they are where optimistic sales narratives meet disclosed reality.
Item 19 is optional. The Franchise Rule permits a franchisor to provide information about actual or potential financial performance if there is a reasonable basis and the information appears in the disclosure document. Many franchisors decline. When a franchisor makes no representation, Item 19 must say so, must state that the franchisor does not authorize employees or representatives to make such representations orally or in writing, and must tell you to report any financial performance information or income projections you receive to the franchisor’s management, the Federal Trade Commission, and the appropriate state regulator. Read that instruction literally. If a franchise seller has been quoting revenue figures that do not appear in Item 19, the disclosure document is telling you those figures are unauthorized.
When a franchisor does provide a representation, the Rule requires disclosure of the material bases, including how many outlets existed in the relevant period, how many had the described characteristics, how many of those outlets’ actual results were used, and how many and what percentage attained or surpassed the stated results. That last figure is the one to find. A stated average tells you far less than the share of outlets that actually reached it.
Item 20 is where system health shows. It requires three years of systemwide outlet counts, a state-by-state breakdown of transfers, terminations, non-renewals, reacquisitions, and closures for other reasons, projected openings, and contact information for current franchisees. It also requires the name, city, state, and business telephone number of every franchisee who had an outlet terminated, canceled, not renewed, or who otherwise ceased doing business under the franchise agreement during the most recent fiscal year, or who has not communicated with the franchisor within 10 weeks of the issuance date.
That departed-franchisee list is the most valuable page in the FDD, and it is the one buyers most often skip. Call those people. Item 20 also requires disclosure when franchisees have signed confidentiality clauses, along with a statement warning that some current and former franchisees may be restricted in their ability to speak openly about their experience. If that disclosure appears, factor it into how you weigh the positive calls.
The agreement clauses that decide your exposure
Reading Item 17 as a map of your exit
The FDD summarizes the franchise relationship in the Item 17 table, which cross-references each provision to the section of the agreement that controls. Use the table as an index, then read the underlying contract language. The provisions that most often determine outcomes:
- Term and renewal. How long the initial term runs, what you must do to renew, and what renewal means. The Rule requires the franchisor to state what renewal means in its system, including, where applicable, that franchisees may be asked to sign a contract with materially different terms than the original. Renewal on the franchisor’s then-current form can mean a higher royalty and a new set of obligations.
- Termination by the franchisor. Both with cause and without cause, and how “cause” is defined. Pay close attention to the split between curable and non-curable defaults, and to cure periods. A system with many non-curable defaults and short cure windows gives you very little room for an operational stumble.
- Termination by you. Often far more limited than the franchisor’s rights, and sometimes practically unavailable. Understand what happens if you simply want out.
- Post-termination obligations. De-identification, return of manuals and customer data, payment of accelerated amounts, and any obligation to assign your lease or sell equipment to the franchisor.
- Transfer. How “transfer” is defined, whether the franchisor must approve, the conditions for approval, transfer fees, and whether the franchisor holds a right of first refusal or an option to purchase your business. These provisions govern whether you can ever sell what you build.
- Death or disability. What happens to the franchise and to your family if you cannot operate.
- Non-competes. Both during the term and after termination or expiration, discussed further below.
- Dispute resolution, forum, and governing law. Whether disputes go to arbitration, where, under which state’s law, and whether class claims are waived. A clause requiring arbitration in the franchisor’s home state changes the economics of every future disagreement.
- Integration and modification. An integration clause means the written agreement supersedes what you were told during the sales process. Anything that matters must be in the document.
Territory is where disappointment usually starts. Item 12 requires a franchisor that does not grant an exclusive territory to say so plainly, including that you may face competition from other franchisees, from franchisor-owned outlets, and from other channels of distribution or competitive brands the franchisor controls. Even where a territory is granted, the franchisor may reserve rights to sell into it through the internet, catalog sales, telemarketing, or other direct marketing, and may reserve the right to operate a similar business under a different brand. Read those reservations closely. They determine whether the exclusivity you think you bought actually exists.
Non-competes and what they do to your exit value
Franchise agreements routinely include covenants restricting competition during the term and for a period after the relationship ends, often tied to your former location and a radius around it. These appear in the Item 17 table and in the agreement itself.
Maryland courts evaluate restrictive covenants for reasonableness, considering the duration of the restriction, the geographic scope, and the range of restricted activities, and they construe overbroad covenants strictly rather than automatically rewriting them. One distinction is worth flagging, because it is commonly misunderstood: Maryland’s statutory restrictions on non-competes in Md. Code, Lab. and Empl. Section 3-716 address employment relationships and wage thresholds, and a franchisee is generally not an employee of the franchisor. A franchise covenant is therefore ordinarily analyzed under common-law reasonableness principles rather than that statute. Our guide to non-compete enforceability in Maryland covers the general framework in more detail.
The practical point for a buyer is about exit value. If you spend years building a customer base at a location and a post-term covenant prevents you from operating a similar business there, your options at the end of the term narrow to renewing on the franchisor’s terms, selling on the franchisor’s approval, or walking away from the goodwill you created. That is a real cost, and it belongs in your analysis before signing rather than after.
The personal guarantee
The provision most likely to reach your house
Prospective franchisees often form an LLC to hold the franchise, which is sound planning, and then sign a personal guarantee that undoes much of the protection for the obligations it covers. Forming an entity does not shield you from debts you personally guarantee. In a typical franchise purchase, you may be asked to guarantee the franchise agreement, the premises lease, and any equipment or SBA financing, which means three separate paths to your personal assets.
The FDD gives you some visibility here. Item 10 requires disclosure of financing arrangements offered directly or indirectly by the franchisor, including whether a person other than the franchisee must personally guarantee the debt, the potential liabilities on default such as acceleration and liability for collection costs and attorney’s fees, and whether the loan documents require you to waive defenses or bar you from asserting defenses against the lender or its assignee. Read those disclosures, then read the guarantee itself as a separate contract.
Points worth raising in negotiation:
- Whether the guarantee is capped at a dollar amount rather than unlimited
- Whether it covers only monetary obligations or extends to performance of every covenant
- Whether a spouse must sign, and what that does to jointly held assets
- Whether the guarantee burns down over time or releases after a period of good performance
- Whether it releases on an approved transfer, so that selling the business actually ends your exposure
Because franchise locations almost always involve a commercial lease with its own guarantee, and because landlords negotiate differently than franchisors, our post on commercial lease review in Maryland is worth reading alongside this one. Choosing and forming the entity that will hold the franchise is a related decision covered in our guide to where Maryland small businesses should form an LLC.
What is actually negotiable
Where franchisors move, and where they do not
Franchisees are often told the agreement is entirely non-negotiable. That is an overstatement, but not by as much as buyers hope. Franchisors have legitimate reasons to resist changes to core system terms: consistency across the network is the product they are selling, and material variations complicate their registrations and their disclosure obligations. Understanding which category a term falls into keeps the negotiation focused.
| Term | Typical flexibility | Notes |
|---|---|---|
| Royalty rate and advertising contribution | Rarely | Core economics applied uniformly across the system |
| Brand standards and operations manual | Rarely | Consistency is the point of the system |
| Territory size and protected radius | Sometimes | Often the most productive place to push, especially in a developing market |
| Development schedule and opening deadlines | Often | Buildout and permitting timelines are location-specific and franchisors know it |
| Personal guarantee scope | Sometimes | Caps, spousal carve-outs, and release on transfer are realistic asks |
| Cure periods for default | Sometimes | Extending short cure windows is a modest ask with real value |
| Transfer and relocation conditions | Sometimes | Matters most if you expect to sell or move |
| Initial franchise fee | Sometimes | More movement on multi-unit or development deals than single units |
The realistic objective is a negotiated addendum addressing your specific exposure, not a rewrite. And there is value even in a negotiation that fails: learning precisely which terms the franchisor will not move tells you exactly what you are buying. If you want a broader treatment of how contract terms get negotiated and where owners typically leave value on the table, see our post on common contract mistakes Maryland and Pennsylvania business owners make.
Maryland restricts the use of waivers to escape the franchise law. As a condition of the sale of a franchise, a franchisor may not require a prospective franchisee to agree to a release, assignment, novation, waiver, or estoppel that would relieve a person from liability under the Maryland Franchise Law. Courts applying Maryland law have declined to enforce choice-of-law provisions where enforcement would operate as exactly the kind of waiver the General Assembly prohibited. So a clause selecting another state’s law does not automatically strip your Maryland protections, though the analysis is fact-specific and worth counsel’s attention rather than assumption.
What changes on October 1, 2026
The Maryland Franchise Reform Act
Governor Moore signed the Franchise Reform Act, House Bill 730 / Chapter 413 and its cross-filed companion Senate Bill 415, on May 12, 2026. The Act takes effect October 1, 2026, and represents the first significant amendment to the Maryland Franchise Registration and Disclosure Law since it was enacted in 1981. We tracked the bill through the session in our earlier post on the Franchise Reform Act and the changes franchisees should watch. Now that it is law, here is what a buyer should know.
- A revised claim period tied partly to the opening date. The deadline in Section 14-227 changes from a flat three years after the grant of the franchise to the earlier of four years after the grant of the franchise or two years after the franchise opened to the public. This can give a franchisee whose location takes substantial time to open more time than the prior law allowed, but it does not create a universal extension: for a franchise that opens promptly, the two-year post-opening deadline may expire sooner than the former three-year period measured from the grant. Franchisees should therefore calculate both dates and treat the earlier one as controlling.
- A new right of association with fee-shifting. A new Section 14-233 prohibits a franchisor, directly or indirectly and through any officer, agent, or employee, from restricting or inhibiting a franchisee’s right to join a trade association of fellow franchisees of the same system, or from prohibiting free association among franchisees for any lawful purpose. A violation can be sued on in circuit court for temporary or permanent injunctive relief, damages if any, and costs of suit including reasonable attorney’s fees. Notably, a plaintiff seeking an injunction is not required to allege or prove actual damages. Claims must be brought within the earlier of two years after the violation or one year after the plaintiff discovers the facts of the violation.
- Express scoping of the civil liability section. Section 14-227 now applies only where the franchisee or franchisor is a Maryland resident, or the franchised business operates or will be operated in the State. For a Maryland buyer opening a Maryland location, this confirms coverage.
- A longer regulatory enforcement window. The period within which the Commissioner may act on a violation grows from three years to five.
- Exemption thresholds indexed to inflation. The franchisor net equity amounts in the registration exemption under the regulations must now account for inflation or deflation based on the Consumer Price Index for All Urban Consumers.
- The Fast-Track review program, codified. A new Section 14-219.1 establishes the Maryland Franchise Disclosure Document Renewal Fast-Track Review Pilot Program, which the Securities Division launched as a pilot and which is designed to relieve the spring backlog in renewal filings. The Commissioner must report to legislative committees on or before September 30, 2031, and that portion of the Act sunsets at the end of September 30, 2032.
Why the association right matters more than it sounds. Independent franchisee associations are how franchisees share information about system economics, compare notes on franchisor conduct, and pool resources when a systemwide issue arises. A statutory protection for that right, backed by injunctive relief and fee-shifting without a damages showing, changes the practical balance in a way that individual contract negotiation rarely can. If you are evaluating a system, ask whether an independent franchisee association exists, and note that Item 20 of the FDD requires disclosure of trademark-specific franchisee organizations in defined circumstances.
Your remedies if the disclosures were wrong
Section 14-227 gives Maryland buyers what federal law does not
Here is a point that surprises many franchisees: the FTC Franchise Rule does not give you a private claim. It is enforced by the Federal Trade Commission. If a franchisor violates the 14-day rule or makes unauthorized earnings claims, your recourse under federal law is to report it, not to sue on it.
Maryland is different. Under Md. Code, Bus. Reg. Section 14-227, a person who sells or grants a franchise is civilly liable to the buyer in two circumstances:
- The franchise was offered or sold without the offer being registered under the subtitle; or
- The offer or sale was made by means of an untrue statement of a material fact, or an omission of a material fact necessary to make the statements made not misleading, where the buyer did not know of the untruth or omission.
Several features make this a meaningful remedy:
- The burden sits with the seller. In determining liability, the seller has the burden of proving it did not know and, in the exercise of reasonable care, could not have known of the untruth or omission.
- Damages, rescission, and restitution are all available. The buyer may sue to recover damages sustained by the grant of the franchise, and a court may order the seller to rescind the franchise and make restitution.
- Liability reaches individuals. Joint and several liability extends to persons who directly or indirectly control a liable person, partners, principal officers and directors, others with similar status or functions, and employees who materially aid the violation. That reach is limited by a knowledge qualifier: liability does not extend to a person who did not have knowledge of, or reasonable grounds to believe in, the facts on which liability is based.
Separately, the Commissioner has enforcement powers under Section 14-210, including cease and desist authority and the ability to sue in circuit court, where the court may order injunctive relief, restitution, damages payable to a person injured by a violation, and the appointment of a receiver.
If a dispute develops after you are operating, the analysis usually shifts from disclosure liability to the contract itself, and our guide on breach of contract in Maryland and Pennsylvania covers that framework.
Diligence beyond the documents
The work that happens outside the FDD
Legal review answers what the contract does. It does not answer whether the business works. Run both tracks in parallel.
- Call franchisees, especially the ones who left. Item 20 gives you contact information for current franchisees and for those who exited in the most recent fiscal year. Call at least a dozen, including several in markets similar to yours. Ask about actual revenue and margins, real buildout costs against the Item 7 estimate, the quality of franchisor support after opening, how fee increases have been handled, and whether they would buy again.
- Test the economics independently. Build your own model using Item 7 for the investment and, where available, Item 19 for revenue, with your own local costs for rent, labor, and utilities. Montgomery County occupancy and labor costs are not national averages. Have an accountant review it.
- Check the site before you commit to it. Franchise agreements frequently require you to secure an approved location within a defined period. Signing the franchise agreement before you know a viable site exists at a workable rent puts you on a clock you may not be able to beat.
- Confirm financing early. If you are pursuing an SBA loan, the lender will have its own requirements and timeline, and the personal guarantee terms will come from the lender as well as the franchisor.
- Verify the franchisor’s Maryland registration status and confirm that the FDD you are reviewing is the current registered version.
- Investigate the litigation disclosed in Item 3. Pull the dockets. A summary in an FDD and the actual complaint in a case can read very differently.
- Plan the entity and the governance. If you are buying with partners, the operating agreement matters as much as the franchise agreement. See our guide to the Maryland LLC operating agreement.
Common mistakes buyers make
The avoidable errors
- Treating 14 days as the schedule. The Franchise Rule sets a minimum review period, not a recommended one.
- Reading the FDD and skipping the exhibits. The franchise agreement attached as an exhibit under Item 22 is the contract that binds you. The narrative items are a summary of it.
- Relying on verbal earnings claims. If the numbers are not in Item 19, the FDD itself tells you they are unauthorized, and an integration clause will likely block reliance on them later.
- Paying a deposit before the review is done. Payment does not trigger the disclosure clock; furnishing the FDD does. The Franchise Rule generally prohibits the franchisor or its affiliate from accepting a payment connected with the proposed sale until at least 14 calendar days after the current disclosure document was furnished. Even after that period expires, a deposit may be far less refundable than the sales presentation suggests, so its written terms should be reviewed before payment.
- Assuming an LLC protects you. The personal guarantee is a separate contract and it reaches your personal assets regardless of the entity.
- Skipping the departed-franchisee calls. The people who left have the least incentive to sell you on the system and often the most useful information.
- Ignoring the dispute resolution clause. Arbitration in a distant forum under another state’s law can make a future claim uneconomical to pursue, which is a term you are accepting at signing.
- Overlooking the exit. Transfer conditions, rights of first refusal, and post-term non-competes determine whether the business you build is sellable.
- Using the franchisor’s recommended attorney. You want counsel whose only client in the transaction is you.
How Iqbal Business Law can help
Iqbal Business Law represents prospective and existing franchisees throughout Maryland, from first review of a disclosure document through negotiation, opening, and any dispute that follows. Because our practice combines business law and tax, we can align the franchise documents with your entity structure, your lease, your financing, and the tax treatment of the investment rather than treating them as separate problems. Our work in this area includes:
- Full review of the Franchise Disclosure Document and every exhibit, with a written summary of the terms that carry real risk for your situation
- Verifying the franchisor’s Maryland registration status and confirming you received the current registered disclosure document
- Analyzing territory rights, reserved channels, renewal and termination triggers, transfer conditions, and post-term covenants
- Negotiating addenda addressing territory, development schedules, cure periods, transfer terms, and the scope of personal guarantees
- Reviewing the premises lease and coordinating its terms with the franchise agreement, including guarantee exposure across both
- Structuring and forming the entity that will hold the franchise, and preparing the operating agreement where there are partners
- Advising on disclosure violations, unregistered offers, and claims under Section 14-227, including damages, rescission, and restitution
- Representing franchisees in disputes over encroachment, defaults, non-renewal, termination, and transfer
We serve business owners throughout Maryland from our offices in Frederick and Rockville, including Rockville, Bethesda, Gaithersburg, Silver Spring, Frederick, Montgomery County, and the surrounding region, and we are licensed in Maryland and Pennsylvania.
Related reads and resources
Maryland and federal authority
- Md. Code, Bus. Reg., Title 14, Subtitle 2 (Maryland Franchise Registration and Disclosure Law)
- Md. Code, Bus. Reg. Section 14-201 (definitions, including “franchise” and “franchise fee”)
- Md. Code, Bus. Reg. Section 14-227 (civil liability)
- House Bill 730 / Chapter 413, Franchise Reform Act (Maryland General Assembly)
- COMAR 02.02.08, Franchise Registration and Disclosure
- COMAR 02.02.08.02, factors in the trademark-association element
- Maryland Office of the Attorney General, Franchise Renewal Fast-Track Review Program
- Federal Trade Commission, Franchise Rule
- 16 C.F.R. Part 436 (Disclosure Requirements and Prohibitions Concerning Franchising)
- 16 C.F.R. Section 436.5 (the 23 disclosure items)
- Federal Trade Commission, Amended Franchise Rule FAQs
Related Iqbal Business Law insights
- Maryland’s Franchise Reform Act, HB 730: 5 Changes Franchisees Should Watch
- How to Buy a Business in Maryland: A Due Diligence Guide
- Commercial Lease Review in Maryland
- Are Non-Compete Agreements Enforceable in Maryland?
- 8 Common Contract Mistakes Maryland and Pennsylvania Business Owners Make
- Do You Need an LLC Operating Agreement in Maryland?
- Should Maryland Small Businesses Form an LLC in Maryland, Delaware, or Wyoming?
- Breach of Contract in Maryland and Pennsylvania
FAQ
What counts as a franchise under Maryland law?
Maryland uses a three-part test. Under Md. Code, Bus. Reg. Section 14-201(e), a franchise is an express or implied, oral or written agreement in which the purchaser is granted the right to engage in the business of offering, selling, or distributing goods or services under a marketing plan or system prescribed in substantial part by the franchisor; the operation of the business under that plan or system is associated substantially with the franchisor’s trademark, service mark, trade name, logotype, advertising, or other commercial symbol; and the purchaser must pay, directly or indirectly, a franchise fee. All three elements must be present. Because the definition turns on substance rather than labels, an arrangement called a license, a dealership, or a distributorship can still be a franchise if it meets the test, which matters because the registration and disclosure obligations follow the substance.
Does a franchisor have to register in Maryland before selling me a franchise?
Generally yes. Maryland is a franchise registration state. Under Md. Code, Bus. Reg. Section 14-214(a), unless an exemption applies, a person must register the offer of a franchise with the Securities Commissioner in the Office of the Attorney General before offering to sell or selling a franchise in the State. Exemptions exist, including for certain transactions by fiduciaries such as executors and receivers, for an offer or sale of a franchise substantially similar to one the buyer already owns, and for transactions the Commissioner exempts by regulation. The registration requirement also does not apply to a franchisee selling for the franchisee’s own account, which is why many resales are handled differently from a sale by the franchisor. Confirming registration status is one of the first things a franchisee’s attorney should check, because selling an unregistered franchise is a violation that carries civil liability.
How long do I have to review the FDD before signing?
Under the FTC Franchise Rule, 16 C.F.R. Part 436, the franchisor must give you its current Franchise Disclosure Document at least 14 calendar days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed sale. A second timing rule also applies: if the franchisor unilaterally and materially alters the terms of the basic franchise agreement or related agreements, it must give you the revised agreement at least 7 calendar days before you sign it. Changes made at your request do not trigger the 7-day period. These are floors, not targets. Fourteen days is not enough time to run real diligence on a six-figure investment, and nothing stops you from taking longer.
Which FDD items matter most?
All 23 matter, but the risk concentrates in a handful. Item 3 covers litigation and shows whether the franchisor is regularly suing its own franchisees. Item 6 lists every recurring fee beyond the royalty. Item 7 estimates your total initial investment, including a required category of additional funds for an initial period of at least three months. Item 12 defines your territory and, critically, whether the franchisor reserves the right to sell into it through the internet or other channels. Item 17 maps renewal, termination, transfer, non-competes, and dispute resolution. Item 19 either contains a financial performance representation or a statement that the franchisor makes none. Item 20 gives outlet counts, turnover, and the contact list for current and departed franchisees. Item 21 contains the audited financial statements. Reading Items 19, 20, and 21 together tells you more about system health than any sales presentation.
What does Item 19 mean if the franchisor shows no earnings numbers?
It means the franchisor has chosen not to make a financial performance representation. The Franchise Rule permits but does not require one. If the franchisor makes no representation, Item 19 must say so and must state that the franchisor does not authorize its employees or representatives to make such representations orally or in writing, and that you should report any income projections you receive to the franchisor’s management, the FTC, and the appropriate state regulator. That last instruction is the practical point. If a salesperson gives you verbal revenue figures that appear nowhere in Item 19, that is a serious warning sign, not a helpful preview, and you should not rely on it. If the franchisor does make a representation, it must have a reasonable basis and written substantiation, and it must tell you that the substantiation is available on reasonable request.
Is anything in a franchise agreement actually negotiable?
Less than buyers hope, but more than franchisors often suggest. Franchisors resist changes to core system terms such as royalty rates, brand standards, and the operations manual, partly because material variations must be disclosed and can complicate their registrations. Terms that are more often negotiable include the scope of the territory and any protected radius, development schedules and opening deadlines, the breadth of the personal guarantee, transfer and relocation conditions, cure periods for defaults, and occasionally the initial fee for multi-unit deals. The realistic goal is a negotiated addendum addressing your specific exposure rather than a rewrite of the agreement. Even where the franchisor will not move, knowing exactly which terms are unmovable is itself valuable, because it tells you what you are actually buying.
Will I have to sign a personal guarantee?
Almost certainly, and it is the provision most likely to reach your personal assets. Forming an LLC to hold the franchise does not protect you from obligations you personally guarantee, and franchisors typically require guarantees of the franchise agreement, the lease, and any equipment financing. Item 10 of the FDD requires disclosure of whether a person other than the franchisee must personally guarantee franchisor-offered financing, and whether the loan documents require you to waive defenses. The points worth negotiating are the scope and the duration: whether the guarantee is capped, whether it covers only monetary obligations, whether a spouse must sign, and whether it releases on a permitted transfer or after a period of good performance. Read the guarantee as its own contract, because it is.
Can a franchisor enforce a non-compete against me after the franchise ends?
Often, within limits. Post-term covenants are standard in franchise agreements and are summarized in the Item 17 table. Maryland courts evaluate restrictive covenants for reasonableness, looking at duration, geographic scope, and the range of restricted activities, and they construe overbroad covenants strictly. Note that Maryland’s statutory wage-threshold restrictions on non-competes in Md. Code, Lab. and Empl. Section 3-716 address employment relationships, and a franchisee is generally not the franchisor’s employee, so a franchise covenant is ordinarily analyzed under common-law reasonableness principles rather than that statute. The practical consequences deserve attention before signing: a post-term covenant can prevent you from operating a similar business at your own location, which affects what your business is worth on exit.
What remedies do I have if the franchisor’s disclosures were wrong?
Maryland provides a private right of action that federal law does not. The FTC Franchise Rule is enforced by the Commission and does not give franchisees their own claim, but under Md. Code, Bus. Reg. Section 14-227, a person who sells or grants a franchise is civilly liable to the buyer if the offer was not registered, or if the sale was made by means of an untrue statement of material fact or an omission of a material fact necessary to make statements not misleading, where the buyer did not know of the untruth or omission. The seller bears the burden of proving it did not know and could not reasonably have known. A buyer may sue for damages, and a court may order rescission and restitution. Liability can extend jointly and severally to controlling persons, partners, principal officers and directors, and employees who materially aid the violation, subject to a knowledge limitation.
What changes under the Maryland Franchise Reform Act?
Governor Moore signed the Franchise Reform Act, House Bill 730 and Senate Bill 415, on May 12, 2026, and it takes effect October 1, 2026. It is the first significant amendment to the Maryland Franchise Registration and Disclosure Law since 1981. Four changes matter most to franchisees. The deadline for bringing a private claim under Section 14-227 becomes the earlier of four years after the grant of the franchise or two years after the franchise opened to the public. A new Section 14-233 bars a franchisor from restricting a franchisee’s right to join a trade association of fellow franchisees or to associate freely for lawful purposes, and allows suit for injunctive relief, damages, and reasonable attorney’s fees without requiring proof of actual damages to obtain an injunction. Section 14-227 is also expressly scoped to a franchisee or franchisor who is a Maryland resident, or to a franchised business that operates or will be operated in the State. Separately, the Commissioner’s enforcement window under Section 14-210 grows from three years to five.
Disclaimer: This post is for general informational and educational purposes only and does not constitute legal advice. Every situation is fact-specific, and the information provided may not reflect the most current legal, regulatory, or legislative developments. Reading this post does not create an attorney-client relationship with Iqbal Business Law. For advice specific to your situation, consult a qualified Maryland business attorney.



