Prior to the 60s, there was little franchising momentum in the US. Howard Johnson's is probably the earliest franchise model, though not technically a franchise. However after the success of Howard Johnson, many other business, such as McDonald’s, began to franchise their concepts and the franchise industry expanded rapidly. This rapid growth attracted some less than reputable businesspeople, and many unwary investors and would-be-franchisees were sucked into very savvy scams, losing a great deal of money.

In light of the surge or con-asrtists and scammers using the franchise model as a fromt, the Federal Trade Commission’s FTC Rule was created and became effective1979. This rule required all franchisors submit to all potential franchisees a document called the Uniform Franchise Offering Circular (UFOC). The purpose of the FTC Rule (manifested in the UFOC) was to provide enough information so the prospective franchisee could make an informed decision about purchasing the franchise. A franchisor’s UFOC must be updated on an annual basis, or sooner if certain conditions are met.

The UFOC serves as a protection for the individual against making a decision based on information not supported by fact. The original FTC Rule required franchisors to provide the UFOC to the prospective franchisee at the earlier of the first personal meeting or 10 business days before the franchisee signs an agreement or pays any money. It also provided that the franchise agreement must be given to the prospective franchisee at least five business days before the franchisee signs any agreement or pays any money.

In July of 2007, a new FTC rule became effective, with the requirement that all franchisor's be complaint by July 2008. The new rule adopted the form and format already widely used by franchisors, and clarified the the timing of how early a prospective franchisee could sign the agreement. Under this new rule, a franchisor must provide a potential franchisee with the UFOC before the franchisee signs the agreement or makes any payment to the franchisor. Additionally, if the franchisor unilaterally makes any changes to the franchise agreement (this excludes changes made as a result of any negotiaion between the franchisor and franchisee) the franchisee must have at least 7 calendar days to reveiw the new agreement before signing it.

There are 23 items that every UFOC must contain; below, is a list of some of those items:

• Business Experience, Litigation & Bankruptcy. The franchisor must provide you with a history of their past activities, especially as it may relate to potentially negative information. This information must be provided not only for the company itself but also for the officers and directors. The information includes factors like the business experience of the company and its principles and any fairly recent litigation or bankruptcy history for either.
• Financial Factors. The company must disclose to you the relevant financial terms of the franchise opportunity. This would include the initial franchise fees, other startup costs, and an investment range estimate for your total cost to get into the business. The UFOC must also disclose any other fees, such as the royalty, marketing and renewal fees that the franchisee will have to pay throughout the life of their franchise.
• Obligations and Restrictions. The company must disclose the obligations of both you and the company under the terms of the franchise agreement. They must also spell out any mandated restrictions that you will operate under in terms of your purchasing options and behavior as a franchisee.
• Other Considerations. The company must also disclose relevant information on a number of other factors such as financing programs, territory, trademarks and patents, renewal or transfer provisions and public figures.
• Exhibits. The company must also provide other data including audited (for all but very new franchises) financial statements, current franchisee lists with contact information, contracts and receipts.
• Earnings Claims. FTC rules leave it up to the franchisor whether they want to supply information about the earnings that can be achieved in their business. If a franchisor does want to provide earnings claims, they must follow stringent rules on how this information can be given to a prospective franchisee. It is essential for the franchisor to make sure that the data provided is as accurate and representative as possible and they must also clearly label any assumptions or qualifications on the data provided. As a result, earnings claims can take a variety of angles and approaches, so reviewing the background information is vital. Many franchisors opt not to make any earnings claims because of the stringent requirements for such a disclosure.

Individual State Requirements
In addition to the laws that mandate disclosure, there are also some states that have passed specific laws to further protect franchisees in that state. These laws may add additional disclosures or rules about franchise agreement terms. As an example of this, there are a number of states that require that the legal venue for any dispute must be in their state rather than in the state where the franchise company is located. These types of additional requirements vary from state to state but any that are appropriate to your situation in your state should be disclosed in the UFOC you receive.

The following "filing states" currently have additional requirements above and beyond the requirements of the FTC:

• California
• Hawaii
• Illinois
• Indiana
• Maryland
• Michigan
• Minnesota
• New York
• North Dakota
• Rhode Island
• South Dakota
• Virginia
• Washington
• Wisconsin

Your responsibility
The most important point to remember regarding the UFOC is that you need to read and understand the material that the franchisor is disclosing to you. The FTC has a requirement that these documents must be presented in understandable English so that the material should be clear. It won’t make any difference, however, if you don’t carefully review the material.

Make sure you take the time to study the information supplied to you and you’ll have a much better chance of making sure that these legal requirements actually serve their purpose of protecting or safeguarding your interests.