New York Franchise Lawyer Guide: FDD Registration, Compliance, and the Franchise Sales Act

The New York Attorney General regulates and enforces the New York Franchise Sales Act through the Investor Protection Bureau. This includes oversight of FDD registration, renewals, amendments, and enforcement actions.

A franchise relationship exists when:

• There is a franchise fee, and
• The franchisee operates under a marketing plan prescribed by the franchisor.

Unlike federal law, New York does not require trademark licensing to establish a franchise.

All New York state FDD and franchise filings must be filed electronically using the NASAA online FDD filing portal. 

NASAA is the North American Securities Administration Association and is a designated multi-state umbrella organization utilized by franchise registration states in organizing filings, regulatory interpretations and other franchise compliance matters.

A complete New York franchise registration application typically includes:

• A registration fee of $750 + $100 service fee for initial registrations and, for renewal registrations, a renewal registration fee of $150 +$50 service fee
• Uniform Franchise Registration Application with Certification
• Franchisor's Cost and Source of Funds Form
• Consent to Service of Process
• Sales Agent Disclosure Form
• Guarantee of Performance (if financials of an affiliate are included)
• Franchise Disclosure Document (FDD) in print and read-only electronic format

All filings must be submitted electronically using the NASAA online FDD filing portal. 

The initial FDD registration fee is $750. The annual renewal and any amendments require a $150 filing fee. An additional $100 electronic filing fee applies if submitting digitally.

New York requires audited financial statements. Start-up franchisors must include an audited opening balance sheet with their initial registration. For renewals, you must include three years of audited financials: profit and loss, cash flows, and stockholders' equity. If your audit is more than 90 days old at filing, you must also include unaudited interim financials.

Most FDD registration applications in New York are reviewed within 8–12 weeks. Within 1–2 weeks of filing, you’ll receive confirmation and a file number from an assigned examiner. Processing times depend on the completeness of your application and timely responses to any examiner comments.

You must renew your registration annually, no later than 120 days after the end of your fiscal year. 

You must file an amendment if there are material changes in your franchise system, financials, operations, or any facts that would render the current FDD misleading prior to your next renewal.

Yes. If your franchisor entity is incorporated, headquartered, or selling from New York, you must register your FDD—even if you’re only selling in other states.

Under New York law, a franchise sale or offer includes any attempt to sell, offer to sell, or solicit interest in a franchise. If the offer or acceptance occurs in New York—or originates from or is directed to New York—it is subject to registration.

New York does not impose bonding or fee deferral requirements. If financials are weak, the state may require a risk factor disclosure on the state cover page instead.

Yes. New York recognizes limited exemptions including the isolated sale exemption, the existing franchisee exemption, and the net worth exemption. These apply only in specific, narrow circumstances and still require proper FDD disclosure.

This exemption applies if a single franchise is offered to no more than two people, without public advertising or prior sales, and only once. It's a narrow exemption from registration—not from disclosure—and is self-regulated, meaning you must ensure all conditions are met.

A franchisor may sell an additional franchise to an existing franchisee (who’s operated for 18+ months) without registering, provided it’s for their own use—not resale. The sale must be reported to the NY Attorney General within 15 days.

A franchisor is exempt from FDD registration if:

• It has a net worth of $15 million or more; or
• It has a net worth of $3 million and is at least 80% owned by a company with a $15 million net worth.

This exemption does not relieve FDD disclosure obligations.

Possibly. New York allows certain "safe harbor" disclaimers for general internet offers not directed to New York residents. However, targeted ads, landing pages, or any directed communication may trigger registration requirements.