Written by The Internicola Law Firm Legal Team
Last Updated: September 2026
Franchisors can now begin the FDD renewal process in Maryland and New York before their audited financial statements are complete.
Maryland's Fast-Track Program and New York's Early Review program allow eligible franchisors to submit a substantially complete renewal FDD for state review while their auditors finish the financial statements.
For franchisors that prepare early, these programs provide an opportunity to move through the renewal process sooner and reduce the time they may be unable to complete franchise sales in registration states.
Why FDD Renewal Timing Matters
Under the federal Franchise Rule, franchisors must update their FDD within 120 days after the end of their fiscal year. For franchisors operating on a calendar year, that deadline is April 30.
Franchisors selling in registration states must also renew their state registrations. Once a new annual FDD is issued and supersedes the prior version, franchise sales in a registration state generally cannot proceed under the new FDD until that state's renewal registration is effective. Sales may also be interrupted when an existing registration expires or a material change requires an amendment.
This period when a franchisor cannot complete new franchise sales is commonly referred to as a dark period.
Renewal timing matters because registration takes time. State examiners must review the updated FDD, identify any deficiencies, and approve the renewal.
For calendar-year franchisors, the busiest part of renewal season generally falls between March and May. Filing earlier can give a franchisor more time to address examiner comments before its new FDD must be issued.
Maryland's published filing statistics illustrate the volume: 72% of the franchise applications received through September 30, 2025, were filed between March and May.
The Audit Bottleneck: Why Franchisors Cannot Always File Early
Assume your franchise legal team has completed the substantive FDD updates in January. Your franchise agreements, fee structures, Item 19 disclosures, and other legal changes have been reviewed, and the new FDD is substantially complete.
The remaining piece is your audited financial statements.
Item 21 of the FDD requires audited financial statements. Historically, franchisors submitting renewal applications in registration states generally had to wait until the audit was complete before filing their updated FDD for review.
Even when the legal work was finished in January, the state review process could not begin until the audited financial statements were available.
Maryland and New York have introduced programs that address this timing problem.
Maryland's FDD Renewal Fast-Track Program
Maryland launched its Franchise Disclosure Document Renewal Fast-Track Review Pilot Program on January 1, 2026.
The program allows eligible franchisors to submit their renewal FDD before the audited financial statements are complete and obtain early review of the remaining disclosures.
To qualify, a franchisor must have a current Maryland registration, a fiscal year ending between December 24 and January 7, and no pending investigation or enforcement matter with the Maryland Securities Division. The program is available for renewal applications, not initial registrations. The requirements and timeline are set out in the Securities Division's Fast-Track Program Guidelines.
| How Maryland's Fast-Track Works |
|---|
| February 1 - Submit the early renewal application. File the substantially complete FDD, required application forms, clean and blacklined copies, an opt-in cover letter, and the standard $250 renewal fee. The initial filing excludes the audited financial statements, Form F accountant's consent, and Form A certification. The issuance date is left blank on the FTC cover page and is not populated until the completed renewal FDD is filed. |
| Review - Maryland reviews the FDD. Within 15 business days of receipt, the Securities Division responds with either pre-clearance or deficiency comments. If there are comments, the franchisor has 15 business days to cure them, and is not yet required to include the Item 21 financial statements. The Division then responds within 10 business days. Where comments are minimal, the Division may waive the requirement to file an updated FDD before April 10 and will say so in its comment letter. |
| April 10 - Complete the renewal filing. Submit the final FDD with audited financial statements, the accountant's consent, the required certification, and updated marked pages. Within 10 business days, the Securities Division responds with either registration or further deficiency comments. Absent outstanding comments, the completed renewal FDD is registered by late April. |
Late April registration is the practical benefit. Because Maryland completes most of its substantive review while the audit is still in progress, the remaining step after the financial statements are delivered is a short final review rather than a full examination in the middle of the state's busiest filing months.
Franchisors considering the program should also understand what happens if it does not work out. If a franchisor is removed from the Fast-Track Program, is not accepted, or misses a deadline, the application moves to the regular renewal process and is reviewed in the order it enters the queue. No additional fees or forms are due. The Securities Division also reserves the right to remove a filing where there are significant material changes outside of Item 21.
New York's Early Review Program
IIn February 2026, the New York Attorney General's Office issued Guidance for Accelerating Review of Franchisor Registration Applications, which establishes an Early Review procedure for franchise renewal applications along with other practice updates intended to speed up registration processing.
Like Maryland, New York allows eligible franchisors to submit a substantially complete renewal application before the audited financial statements are available.
| How New York Early Review Works |
|---|
| 75 Days - Submit the early renewal application. Within 75 days after fiscal year end, submit a renewal application that is in final form except for the audited financial statements. The filing must exclude the FDD issuance date, the Certification, and the Auditor's Consent. The cover letter must use the subject line "No Audited Financials—Early Review Renewal Application" and state that the application is nearly finalized but the audited financial statements are not yet available. Applications missing any other required document will not be reviewed early. |
| Review - New York reviews the FDD. The Attorney General's Office issues deficiency comments on items that are not affected by the audited financial statements. If there are no other comments, the franchisor receives a standard comment directing it to add the FDD issuance date and to provide the audited financial statements, Auditor's Consent, and Certification. Unlike Maryland, New York's published guidance does not establish a specific examiner response deadline. |
| 120 Days - Complete the renewal filing. Within 120 days after fiscal year end, upload the updated clean FDD, the redline with marked pages only, the audited financial statements, the Auditor's Consent, and the Certification to NASAA EFD. The FDD issuance date cannot be earlier than the date of the auditor's report. The franchisor must then email ipbfranchise@ag.ny.gov with the subject line "Audited Financials—Early Review Renewal Application Is Now Complete," enclosing a cover note confirming that the application responds to all examiner comments and is now on file. The application is not complete until the OAG has received every required document, including the audited financial statements. |
Offering While a New York Renewal Is Pending
Under New York's Franchise Regulations § 200.3(i)(2), a franchisor that timely files its renewal application within 120 days of fiscal year end may continue to offer franchises for sale, but not complete sales, under the circumstances described in that provision. Franchisors should confirm with franchise counsel what sales activity is permitted in their specific circumstances before relying on this.
Requesting Prioritization for a Pending Sale
Where a franchise sale is pending, a franchisor may ask the Attorney General's Office to prioritize its renewal application. The request is made by email to ipbfranchise@ag.ny.gov with the subject line "Renewal Application Prioritization Request (Pending Sale)," enclosing a cover note summarizing the request and a signed franchisor affirmation identifying the prospective franchisee's name, address, and telephone number, along with the anticipated price and credit terms. These documents are also uploaded to NASAA EFD.
The guidance states that prioritization requests should be made only in cases of true urgency and may be denied.
New York does not guarantee registration by a particular date. However, beginning review before the audit is finished gives the franchisor an opportunity to address substantive examiner comments earlier in the renewal cycle.
The Attorney General's Office has stated that it will assess these practice updates on an ongoing basis and reserves the right to modify or rescind them. Franchisors should check the OAG's franchise regulation page before filing.
How Early Filing Can Reduce FDD Renewal Dark Periods
The important distinction is that FDD filing and FDD issuance are two separate events.
Under the Maryland and New York programs, the franchisor initially submits a substantially complete draft FDD that has not yet been issued. Both programs allow state examiners to review that draft while the audited financial statements are being completed.
When the audited financial statements become available, the franchisor can finalize and issue its updated FDD, complete the state applications, and seek registration. Because substantive review has already begun, the time between issuance and registration may be shorter.
Early filing does not automatically authorize continued franchise sales or eliminate every potential dark period. Franchisors must still consider the status of their existing registrations, whether their current disclosures remain accurate, and whether any material changes require an amendment.
Maryland and New York's early filing programs also do not change the federal requirement to update the FDD within 120 days after fiscal year end.
What Franchisors Should Do Before FDD Renewal Season
The ability to file before the audit is finished does not mean a franchisor can file an incomplete draft of its legal documents.
Both programs require the FDD to be substantially complete when the initial application is submitted. For franchisors planning to use these programs, the legal review and substantive updates should be completed in advance so the renewal FDD is ready for early filing.
That means reviewing the franchise agreement, fee and territory structures, Item 19, state law changes, and other substantive disclosures before renewal season begins.
The earlier that work is completed, the sooner the franchisor can submit its renewal FDD for state review rather than waiting for the audit to finish.
For additional information, see our FDD Renewal Guide and 2027 FDD Renewal Update .
Plan Your FDD Renewal With Franchise Growth Counsel®
Our Franchise Growth Counsel® legal team manages the full FDD renewal cycle — substantive FDD updates, franchise agreement and state law changes, Item 19 planning, audit coordination, early filing eligibility and submissions in Maryland and New York, and renewal filings across all registration states.
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