Written by The Internicola Law Firm Legal Team
Reviewed by Charles N. Internicola, Esq., Founder | Chambers USA Recognized | Ranked #1 Franchise Law Firm in the U.S. by Entrepreneur Magazine (2025)
Last Updated: July 2026
The direct answer: Virginia is a franchise registration state. Before offering or selling a franchise in Virginia, you must register your FDD with the Division of Securities and Retail Franchising of the Virginia State Corporation Commission — filings are made through NASAA's Electronic Filing Depository (EFD), with total fees of $600 for initial registration and $300 for annual renewal (including EFD processing). And as of July 1, 2026, Virginia franchise law changed significantly: franchise agreements offered or entered into in Virginia can no longer contain post-termination noncompete provisions, and must be governed by Virginia law — changes that require updated FDD disclosures and franchise agreement language before selling in Virginia.
Virginia Franchise Law: What Franchisors Need to Know
Virginia regulates franchising under the Virginia Retail Franchising Act (Va. Code § 13.1-557 et seq.), one of the country's older state franchise laws — first enacted in 1972 — and, following its 2026 amendments, now one of the most distinctive. This guide covers registration, fees, renewals, the relationship provisions, and what the 2026 amendments require of every franchisor selling in Virginia.
Registering Your FDD in Virginia
Important: Virginia's franchise law changed significantly on July 1, 2026 — see the amendments below before filing or selling.
Before any offer or sale in Virginia, your FDD must be registered with the Division of Securities and Retail Franchising, Virginia State Corporation Commission. Virginia filings are made through NASAA's Electronic Filing Depository (EFD):
- Initial registration: $500 state fee + $100 EFD processing = $600 total
- Annual renewal: $250 state fee + $50 EFD processing = $300 total
- Registration period: Virginia registrations are effective for one year and must be renewed annually before expiration to continue offering and selling
Your application includes the Uniform Franchise Registration Application, your FDD with Virginia-specific disclosures (including, since July 2026, the amendment language below), audited financial statements, and supporting forms. Division examiners review applications and may issue comment letters requiring changes before registration is granted — and, where a franchisor's financial condition warrants, may impose financial assurance conditions such as fee deferral.
→ See what registration costs in every state
→ See the steps to register your FDD
The 2026 Amendments: What Changed on July 1, 2026
On April 13, 2026, Virginia enacted HB 69 / SB 240 (2026 Va. Acts chs. 553 & 554), amending the Retail Franchising Act effective July 1, 2026, in two significant ways:
1. Post-termination noncompetes are banned. It is now unlawful to offer or enter into a franchise agreement that restricts a franchisee's right to engage in the business of offering, selling, or distributing goods or services at retail after the termination or expiration of the franchise agreement. The traditional post-term noncompete — a standard provision in most franchise systems — is no longer enforceable in franchise agreements subject to the Act. The change is prospective: agreements entered into, extended, or modified on or before July 1, 2026 are not affected. One narrow exception survives: when a franchisee sells the franchised business at a mutually agreed price — to a third party or back to the franchisor — the sale may include a restriction on retail competition of up to two years after the sale.
2. Virginia governing law is mandatory. Any franchise contract or agreement offered or entered into under the Act must be governed by the laws of the Commonwealth of Virginia. Franchisors can no longer designate another state's law in franchise agreements or related agreements with Virginia franchisees — a direct change for the many franchise systems that apply a single home-state governing law across every agreement in the system.
What franchisors must do: Per guidance from the Division of Securities and Retail Franchising, FDDs delivered to Virginia prospects on or after July 1, 2026 must include language addressing both changes — within Items 17(r) and 17(w) of the FDD, or in a Virginia Addendum. Franchisors selling in Virginia on or after July 1, 2026 must file an amendment application with the Division before doing so; franchisors registered before July 1 who won't sell in Virginia until their next renewal may fold the changes into the renewal filing. Beyond the required language, the amendments call for a real legal review: Item 17 summaries, default and termination provisions, transfer language, and any operational documents that assume an enforceable post-term noncompete in Virginia — and, strategically, a stronger reliance on trademark rights, confidential information protections, and non-solicitation provisions to protect the system where the noncompete no longer can.
Virginia's Relationship Provisions
The Retail Franchising Act doesn't just regulate the sale — it governs the relationship. Virginia law makes it unlawful for a franchisor to cancel a franchise without reasonable cause or to use undue influence to induce a franchisee to surrender rights — and, with the 2026 amendments, adds the post-term noncompete prohibition to the Act's unlawful practices. For franchisors, this means Virginia franchise agreements and default procedures should be structured with the Act's standards in mind from the start.
Frequently Asked Questions
Yes. Virginia is one of the 13 franchise registration states. You must register your FDD with the Division of Securities and Retail Franchising of the Virginia State Corporation Commission before offering or selling a franchise in Virginia, and renew the registration annually.
Two things, effective July 1, 2026: franchise agreements offered or entered into in Virginia may no longer contain post-termination noncompete provisions (with a narrow exception for restrictions of up to two years connected to the sale of the franchised business at a mutually agreed price), and every franchise agreement subject to the Act must be governed by Virginia law. FDDs delivered to Virginia prospects on or after July 1, 2026 must include language addressing both changes.
No — the amendments are prospective. Agreements entered into, extended, or modified on or before July 1, 2026 are unaffected. But renewals, extensions, and modifications after that date bring an agreement under the new rules, and every new Virginia sale requires the updated FDD language first.
$600 total for initial registration ($500 state fee plus $100 EFD processing) and $300 total for annual renewal ($250 plus $50 EFD processing). Virginia filings are made through NASAA's Electronic Filing Depository.
Through the protections the amendments left intact: federally registered trademarks, confidential information and trade secret protections, non-solicitation provisions, in-term restrictions, and well-structured system controls. The 2026 amendments make Virginia a clear example of why a franchise system's real protection is its trademark and infrastructure — not a single restrictive covenant.
No. Franchising is regulated at the federal level under the FTC Franchise Rule, and Virginia registrations are filings your franchise attorney handles with the Division through EFD regardless of location. What matters is franchise specialization and a registration track record with Virginia's examiners — including, now, experience with the 2026 amendment language. Learn more: Virginia Franchise Lawyer.
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.
Useful Links on Virginia Franchise Laws
Questions About Franchising in Virginia?
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