Utah Franchise Law: Key Considerations for Franchisors and Franchisees

Judge Gavel And Striking Block Over Law Book With Franchise Law Text On DeskFranchising lets a brand scale while giving local owners a playbook and protected territory, but it also brings strict disclosure and relationship rules. In Utah, franchises fall under the Business Opportunity Disclosure Act, making Utah a franchise filing (not registration) jurisdiction—franchisors must file with the Division of Consumer Protection before offering or selling in the state. If you’re starting a business in Utah as a franchisee—or preparing an FDD as a franchisor—align disclosures, agreements, and timing with an experienced business lawyer in Utah. 

Below are answers to the most common questions we hear most from Utah franchisors and franchisees.

Is Utah a Franchise Registration State?

No. Utah is a filing state under the Business Opportunity Disclosure Act, not a state that reviews and “registers” FDDs for merit. Before offers or sales to Utah residents or for Utah locations, the franchisor must submit a notice filing to the Division of Consumer Protection (and, the division accepts online “Proof of Notice Filing”). This filing sits alongside your federal compliance under the FTC Rule and should be calendared with annual FDD updates. A corporate attorney in Utah will prepare the Utah filing and sync timing with Item 23 receipts and your sales process.

What Has To Be In the FDD, And When Must Buyers Receive It?

Under the FTC Franchise Rule, a franchisor must furnish a Franchise Disclosure Document (FDD) containing 23 disclosure items at least 14 calendar days before a prospect signs any binding agreement or pays any money. The 23 items are:

  • Item 1 – The Franchisor and Any Parents, Predecessors, and Affiliates
    • Item 2 – Business Experience (of the franchisor’s key management)
  • Item 4 – Bankruptcy
  • Item 5 – Initial Fees
    • Item 6 – Other Fees (ongoing royalties, marketing, tech, etc.)
  • Item 7 – Estimated Initial Investment
  • Item 8 – Restrictions on Sources of Products and Services
    • Item 9 – Franchisee’s Obligations (tabular summary)
    • Item 10 – Financing (if offered by the franchisor or affiliates)
  • Item 11 – Franchisor’s Assistance, Advertising, Computer Systems, and Training
  • Item 12 – Territory
  • Item 13 – Trademarks
  • Item 14 – Patents, Copyrights, and Proprietary Information
  • Item 15 – Obligation to Participate in the Actual Operation of the Franchise Business
  • Item 16 – Restrictions on What the Franchisee May Sell
  • Item 17 – Renewal, Termination, Transfer, and Dispute Resolution
  • Item 18 – Public Figures
  • Item 19 – Financial Performance Representations
  • Item 20 – Outlets and Franchisee Information (openings/closures/transfers + lists)
  • Item 21 – Financial Statements (audited)
  • Item 22 – Contracts (all form agreements and exhibits)
  • Item 23 – Receipts (acknowledgment of FDD delivery)

Timing and version control matter. The FDD must be updated annually within 120 days after the franchisor’s fiscal year end, and franchisors may distribute only the revised document after that point; material changes during the year must be incorporated on a timely basis. 

The Item 23 receipt (two copies as the last pages) is how you prove timely delivery; electronic acknowledgments (e-signature, password, security code) are acceptable. The FTC also confirms prospects are entitled to the FDD once the franchisor accepts their application and agrees to consider it—long before anyone asks for a signature.

What should franchisors do in practice? 

Keep every exhibit (all form agreements listed in Item 22, including guarantees, leases, and ancillary documents) aligned with what the sales team says and what is actually signed; inconsistent marketing claims or swapping in “new” forms inside the 7-day window can create compliance risk. 

Lock a disclosure calendar: (1) annual FDD refresh → (2) state filings (for Utah, make the required Division of Consumer Protection notice filing) → (3) 14-day disclosure (start the clock with the final FDD version) → (4) deliver the ready-to-execute agreement 7 days before signature (unless franchisee-initiated changes). Use a standard Item 23 process to capture dates, method of delivery (email/portal/paper), and acknowledgments for each prospect.

What should franchisees do?

Read the FDD cover-to-cover, then verify the numbers you see in Items 5–7 against a realistic budget and build-out timeline; compare any Item 19 earnings claims to same-market performers and your labor/lease assumptions; and call multiple Item 20 franchisees (current and former) to stress-test support, margins, and ramp-up. 

Ask for riders to clarify territory maps (Item 12), opening deadlines, remodel cycles, renewal/transfer fees (Item 17), and tech and marketing obligations (Item 11). A skilled business lawyer in Utah can reconcile what’s promised with what’s enforceable, and ensure the versions you sign match the versions you were shown during the 14-day period. For Utah offers, align your federal timing with the state’s notice filing step so your deal proceeds cleanly.

Lock In Franchise Agreements Today with the Best Corporate Attorney in Utah

Clear disclosures, properly negotiated terms, and Utah-specific filings reduce disputes and protect long-term value; the FTC’s FDD rule (23 items with a 14-day period) and Utah’s franchise filing requirement through the Division of Consumer Protection form the base for lawful offers and sustainable units. Weber Law Group helps franchisors and franchisees turn those rules into workable contracts and timelines. Contact us today to set a focused strategy.