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Virginia Franchise Registration

Virginia Franchise Registration Status: Registration State
State Registration Fee: $500.00

Virginia is a franchise registration state. Prior to offering or selling a franchise in the State of Virginia franchisors must file and register their FDD with the State Corporation Commission. 21VAC5-110-55 governs and sets forth the franchise registration application process that must be followed by franchisors.

Registration Forms

An application for registration of a franchise in Virginia is made by filing with the commission the following completed forms and other materials:

  • Uniform Franchise Registration Application page, Form A;
  • Total Costs and Sources of Funds for New Franchises, Form B;
  • Uniform Consent to Service of Process, Form C; If the applicant is a corporation or partnership, an authorizing resolution if the application is verified by a person other than applicant's officer or general partner;
  • Franchise Disclosure Document ("FDD");
  • Application fee (payable to the "Treasurer of Virginia"; and
  • Auditor's consent (or a photocopy of the consent) to the use of the latest audited financial statements in the Franchise Disclosure Document.

Financial Statement Requirements

If the date of the most recent audited financial statements in the Franchise Disclosure Document precedes the date of the application by more than 120 days, the Franchise Disclosure Document shall also include the following financial statements prepared in accordance with generally accepted accounting principles:

  • An unaudited interim balance sheet as of a date within 120 days of the date of the application; and
  • An unaudited statement of income or operations for the period from the most recent audited financial statements to the date of the interim balance sheet.

Certifications Requirements

The certifications made by or on behalf of the franchisor in Form A shall extend and apply to all documents and materials filed in connection with the registration application, including any documents and materials submitted to the commission subsequent to the initial filing that may be required to complete the registration application. (D) In addition to paper copies of the materials required by subsection A of this section, the franchisor may file one copy of the complete franchise registration application, including the Franchise Disclosure Document, on a CD-ROM in PDF format, subject to the following conditions:

  • The transmittal letter submitting the application must contain a representation that all of the information contained in the electronic file is identical to the paper documents;
  • The electronic version of the Franchise Disclosure Document must be text searchable; and
  • If the commission's review of the application results in any revision to the documents, the franchise must submit a revised CD-ROM containing a marked and unmarked final copy of the Franchise Disclosure Document, and final copies of all other application documents. The revised CD-ROM must be accompanied by a transmittal letter as described in subdivision 1 of this subsection.

To learn more about State Franchise Laws, click here.

Charles Internicola

by Charles Internicola
National Business and Franchise Lawyer

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