Franchise Registration in Virginia
Virginia is a franchise registration state, which means franchisors must register their Franchise Disclosure Document (FDD) with the Virginia State Corporation Commission before offering or selling franchises. The governing statute is the Virginia Retail Franchising Act (Code of Virginia §13.1-557, et seq.), and oversight is provided by the Commission’s Division of Securities and Retail Franchising.
Filing Fees:
- $500 – Initial registration
- $250 – Renewal
- $100 – Electronic filing fee
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Key Compliance Requirements Under Virginia Law
Franchisors offering franchises in Virginia must comply with:
- FDD Registration – Initial filing with the Commission.
- Renewals – Must be filed annually, 30 days before expiration.
- Annual Updates – FDD must be updated within 120 days of fiscal year-end.
- Amendments – Required for material changes.
- Disclosure – FDD must be disclosed to franchisees at least 14 days before signing.
Failure to comply may result in denial of registration, rescission, penalties, or financial assurance requirements such as fee escrow.
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Virginia Franchise Registration Process
The process typically includes:
- FDD Preparation – Drafting or updating your FDD to comply with FTC + Virginia law.
- Application Submission – File Uniform Franchise Registration Application, cost and funds forms, sales agent disclosures, audited financials, and FDD (with clean + marked copy).
- Examiner Review – Address examiner comments; provide supplements if financials are outdated.
- Financial Assurance (if required) – Escrow or deferral of fees may be imposed.
- Approval & Disclosure – Once approved, sales may begin.
- Renewals & Amendments – Maintain registration annually and update promptly for changes.
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Virginia Franchise Law & FDD FAQs
The Division of Securities and Retail Franchising of the Virginia Corporation Commission.
Tyler Building, 9th Floor, 1300 E. Main Street, Richmond, VA 23219. Phone: (804) 371-9051.
Audited financials. Start-ups must include an audited opening balance sheet; renewals require 3 years of audited statements. Interim unaudited statements may be required if audits are more than 120 days old.
Yes. During Virginia FDD registration and renewal the state examiner will review the financial statements of your franchise company to determine if your company is solvent. If the state examiner determines that your franchise company is either "insolvent" or "in danger of becoming insolvent" then the state state examiner may either refuse registration under Section 13.1-562 of the Retail Franchising Act or condition registration on the imposition and your satisfaction of a financial assurance requirement. Under Virginia's administrative code a financial assurance requirement will be comprised of either an agreement to defer receipt of the initial franchise fee for each franchise sold in Virginia until you have satisfied your "pre-opening obligations under the franchise agreement" or the escrow of the initial franchise fee with an approved Virginia bank.
Annually, 30 days prior to expiration. Annual FDD updates are due within 120 days of fiscal year-end.
Useful Links on Virginia Franchise Laws
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