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Frances Sharpe

Guide to Uniform Franchise Offering Circular (UFOC)

Tips for prospective franchisees on how to read the UFOC

By Frances Sharpe, freelance writer/editor

If you're in the market for a franchise, know this: Since 1979, franchisors have been required by the Federal Trade Commission to provide prospective franchisees with a Uniform Franchise Offering Circular (UFOC) before any contracts can be signed or any money can exchange hands.

This valuable and voluminous document contains detailed information about the franchise, which will help you evaluate the business to determine if it's right for you. The document contains three main components:

  1. Detailed information about 23 items that provide an overview of the franchise
  2. Audited financial statements
  3. The franchise agreement and other contracts

Action Steps
The best contacts and resources to help you get it done


Understand what's in it

A standard UFOC covers the following: key executives and directors, fees and costs, any past or pending bankruptcy or litigation, restrictions on sources for products or services, any financing available, training and support offered, restrictions on territory or expansion, restrictions on selling or transferring ownership, a list of outlets, earnings and financial status, obligations for both the franchisor and the franchisee, plus renewal and termination terms.
I recommend: FRANdata.com provides a list of the 23 items included in a UFOC.

Compare UFOCs

Compare UFOCs from competitors or franchises in like industries to help you evaluate the opportunity.
I recommend: For a fee, FranchiseHelp.com and FRANdata.com provide access to thousands of UFOCs or select portions of UFOCs.

Scrutinize earnings claims

Item 19 provides a detailed look at earnings, which gives you an opportunity to forecast sales, expenses and profits. Be aware that the earnings claims are considered estimates and may not reflect actual sales in your geographic region. In addition, the earnings statement is voluntary, and a franchisor may leave it blank.
I recommend: UFOCS.com offers earnings claims packages for retail, food-service and service industries and maintains a list of companies for which they have earnings claims statements available for purchase.

Discover details on past and present franchisees

Item 20 includes a somewhat confusing list of projected openings and transferred or cancelled locations. However, the most important element is a list of current and past franchisees, their locations and contact information. These franchisees are your link to inside information about the franchise that can't be found in the UFOC.
I recommend: Purchase Item 20 from WorldFranchising.com and contact existing franchisees to ask them what they like about the franchise and what they would change.

Hire a franchising attorney

Since 1993, the UFOC has been required to be written in plain English rather than legalese. However, the sample contracts found in Item 22 are legal documents that may need some deciphering. In addition, although the UFOC is required by law, no governing body reviews the document for accuracy.
I recommend: Retain a franchise attorney who's experienced in reviewing UFOCs to help you spot possible inaccuracies and to explain contracts. Search for one at FranchisingAttorney.com.

Bring in an accountant

Take the audited financial statements found in Item 21 to an accountant, who can review them and give you an idea of the financial health of the operation.
I recommend: Search for an accountant at Accountants World or the CPA Directory.

Ask if it's negotiable

The terms in a UFOC are usually non-negotiable. However, a few franchisors will negotiate certain terms so be sure to ask if there's any leeway.
I recommend: If the franchisor does offer negotiable terms, ask existing franchisees if you can see the amendments to their franchise agreements to get an idea of the terms available. View a sample page of a franchise agreement at FranDocs.com.

Find out if you qualify financially

You may need to qualify financially before receiving a UFOC from a franchisor.
I recommend: Determine your net worth and capital worth with calculators from Franchise.com.

Tips & Tactics
Helpful advice for making the most of this Guide

  • Read it again: Experts suggest reading a UFOC at least three times before making a decision.
  • Do your own homework: Don't rely solely on the information presented in a UFOC to make your decision. Conduct your own research to determine the viability of an opportunity.
  • Consistency counts: Make sure the UFOC you review is the same franchise agreement you'll be signing.

The official source of Uniform Franchise Offering Circular (UFOC) is
the Uniform Franchise Offering Circular page at Business.com

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Recommended Solution Providers

Uniform Franchise Offering Circulars (UFOCs)
Source for current and historical UFOCs and franchise earnings claims; search by franchise name or industry type.

FranchiseHelp: UFOC & Franchise Research Product Store
Purchase UFOC documents and industry surveys.

National Franchise Associates: Uniform Franchise Offering Circular
Franchise development consultants who assist with preparing the UFOC and structuring a franchise program.

MarketResearch.com: Franchises Reports
Store for standard UFOC items and market research and company reports.

FRANdata.com: Uniform Franchise Offering Circulars
Searchable collection of current filings available and an archive of past UFOCs.

FranchiseDocuments.com
Franchise development service and product line including the UFOC & Franchise Agreement.

Frandocs
Franchise development consultant programs that include the Franchise Agreement and Uniform Franchise Offering Circular.

Best Sites to Learn More

North American Securities Administrators Association (NASAA): Uniform Franchise Offering Circular
Guide consists of requirements, instructions, sample answers.

Federal Trade Commission: Franchise & Business Opportunities Information
Business education resources including reports, rules and acts, workshops and staff comments.

Federal Trade Commission: State Offices Administering Franchise Disclosure Laws
Contact information for states with franchise investment laws that require pre-sale disclosure "offering circulars."

Franchise.com: Research Center & FAQ
Basic information about the Uniform Franchise Offering Circular.

FranchiseHelp: UFOC Information
Describes elements of, how to use and how to obtain a UFOC.

Franchise411: UFOC
Introduction to the UFOC and instructions for franchisees and franchisors.

AllBusiness.com: Franchise Legal Center
Articles on legal issues and regulations including the UFOC.

Entrepreneur.com: Uniform Franchise Offering Circular
Small Business Encyclopedia entry with related articles.

Franchise-Consultation.com: Franchise Documents
Guide to how to interpret franchise documents and the UFOC.

Franchise Times: UFOC
Guide to how to read the Uniform Franchise Offering Circular.

LetsFranchise.com: UFOC
Describes the items in the UFOC document and elements of a franchise agreement.

FranchisingLaw.com
Provides information on franchise law and profiles legal and consulting firms.

Best Blogs and Forums

Franchise-Chat Forum: Due Diligence and UFOC Review
Discussion of legal and practical issues for buying a franchise.



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