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Franchise Lawyers Serving Washington

What You Need to Know About Franchising


Whether you are hiking trails near Mount Rainier, whale watching off the coast of Seattle, or catching a Sweets game in Walla Walla, Washington is home to a superb quality of life. Business owners will agree, with 609,000 small businesses in the Evergreen State.

You may need to do a little extra to get your new business venture started, however. Washington is a registration state. This means that before offering or selling a franchise in Washington, you must register your FDD with the Securities Division of the Washington State Department of Financial Institutions. In Washington, the initial FDD registration fee is $600 and the renewal fee is $100.

Washington Franchise Filing Fees






Pre-Effective Amendment**


Post-Effective Amendment**

*Renewal filings must be submitted before the expiration date or Washington will require the filing be resubmitted as a new initial filing with payment of the initial fee.

**Post-Effective Amendment filings must be submitted if you are making a material change to your FDD after your initial or renewal filing is approved. Pre-Effective Amendment filings are submitted if you are making a material change to your FDD but your initial filing or renewal filing is not yet approved. No further sales may be made in Washington until the amended FDD is approved and the registration is effectively amended.


Washington filings are completed online through their state portal, and the filing fees are paid through the portal via ACH or credit card. For ACH payments, you will be required to complete and submit an ACH authorization form to us before we will submit the filing for you. For credit card payments, you will be required to complete and submit a credit card authorization form to us before we will submit the filing for you.

If you are a first-year start-up franchisor, Washington will accept the inclusion of unaudited financials in your FDD, but then will usually impose a financial assurance.

No deals may be closed in Washington until the initial, renewal or amendment filing is approved and all Washington prospects must be disclosed/redisclosed with the approved FDD.

Franchise brokers are required to be registered with Washington in order to conduct sales on your behalf in the state. If you are using brokers in Washington, it is the broker’s responsibility to apply for registration and pay the fee. Washington will require submission of an Appointment of Franchise Broker form from you to state the broker is working on your behalf in Washington, and the form must include the broker’s file number.

If we are filing your initial, renewal or amendment in Washington and it is more than 120 days after your fiscal year end, the state will require the inclusion of unaudited financials in the FDD to supplement the audit.

Advertising – Any advertising that will be used by you to target prospects in Washington or will be published and used only in Washington, must be filed with the state at least seven days prior to its first use. If we do not receive a comment or response from the state on the filing in those seven days, you are free to use the advertising.

Financial Assurance – As a condition of approval of the registration, the Washington director may require the escrow or impound of initial fees if he or she finds it necessary to protect prospective franchisees. In certain circumstances, the director may allow other methods of financial assurance such as a guarantee of performance by a parent or affiliate, posting of a surety bond, or fee deferral.

Did You Know?

The Pike Place Market in Seattle is said to host a bevy of ghosts and just might be the most haunted place in the state of Washington.

Legends of America

Mount St. Helen’s lost 1,131 feet of elevation in the May 1980 eruption and spewed forth about one cubic mile of dust, ash, and debris. The blast leveled over four billion feet of usable timber, enough to build 150,000 homes.

Legends of America

The Evergreen State may also be the state of greener pastures when it comes to doing business. That's according to the 2017 America's Top States for Business ranking, which names Washington #1.


Washington Franchise Exemptions

Large Franchisor – exemption from registration only

Large Franchisee – exemption from registration and disclosure

Insiders – exemption from registration and disclosure

Sales to Existing Franchisees – exemption from registration and disclosure

Isolated Sales – exemption from registration only

Sales by Existing Franchisees – exemption from registration and disclosure

Sales by Executor, Trustee, Etc. – exemption from registration and disclosure

Sales to a Bank – exemption from registration and disclosure

Out-of-State Sales – exemption from registration and disclosure

Non-Franchisor Exemptions


Flat Fee Program for Franchisors

Spadea Lignana’s CORE program for franchisors is a cost-effective and practical solution for the ongoing legal needs of franchisors, including but not limited to, FDD updates, state registrations and franchise agreement executions. Through a proprietary cloud-based system we can effectively and efficiently manage FDD Disclosures and Franchise Agreement executions for fair flat fees billed monthly. We believe that hourly billing, although necessary in certain circumstances like complex M&A deals and litigation, can weigh on the relationship between client and attorney.  By coming up with a fair flat monthly fee, the uncomfortable negotiating of whether or not a 6 minute increment in your bill for replying to an email was legitimate goes away.

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Attorneys Who Understand WA Franchise Law

Franchise laws vary from state to state, and it can be difficult to understand the requirements. Spadea Lignana has streamlined the process to ensure you remain compliant as you grow nationally.

We also work with franchisors nearby in Alaska, Oregon, and Idaho.

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