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due-diligence

Two hundred pages.Eight that matter.

The FDD runs 200 pages and about eight of them decide whether you should buy. Which items to read first, what each tells you, and what to ask current owners.

Key takeaways

  • Federal law gives you at least 14 days with the FDD before you can sign or pay anything.

  • Items 5, 6 and 7 are the money. Item 12 is what you actually own. Item 20 is who to call.

  • Item 19 is where earnings claims must live. A brand with no Item 19 cannot legally discuss revenue or profit with you at all.

  • Item 20 lists current and former franchisees with contact details. Calling them is the single highest-value hour of your due diligence.

Every franchisor in the United States has to give you a Franchise Disclosure Document at least 14 days before you sign anything or pay them a cent. It runs to a couple of hundred pages, most of it is boilerplate, and about eight items decide whether the deal is worth doing. Read those first.

Start with Items 5, 6 and 7

These three are the money, and they are the only source for it that is worth anything.

Item 5 is the initial franchise fee — what you pay the franchisor for the right to open. Item 6 is every recurring fee: royalty, brand fund, technology, anything else that comes out monthly. Item 7 is the estimated total to get open, including the things people forget — the truck, insurance, the deposit, and the working capital to survive before the business pays for itself.

Item 7 is a range, and the range is wide for a reason. Ask which end of it a new owner in your market should plan for, and why.

Item 12 is what you actually own

Item 12 defines your territory. Read the exact words, not the sales conversation.

It tells you whether the territory is exclusive, whether the franchisor can open a corporate location inside it, whether they can sell online or through national accounts into it, and what happens if you outgrow it. "Protected" and "exclusive" are legal terms here, and a brand that uses them in marketing but not in Item 12 has told you something important.

Item 19 is where earnings claims have to live

A franchisor may only make a financial performance representation — any statement about actual or potential sales, income or profit — if it appears in Item 19 and has a reasonable basis behind it.

That makes Item 19 the most useful page in the document, and its absence equally informative. If a brand has no Item 19, nobody at that company may legally tell you what you will make, in writing or in conversation. If someone does anyway, that is not enthusiasm, it is a violation, and you have learned something about how they operate.

Where an Item 19 does exist, read what it actually measures. Gross revenue is not profit. A top-quartile average is not a typical outcome. The number of outlets included matters as much as the figure.

Item 20 is the phone book

Item 20 lists every current franchisee and everyone who left in the past year, with contact details.

Call them. Not the three the franchisor suggests — pick your own from the list, including someone who left. Ask what surprised them, what the first year actually cost, how long until they hired, and whether they would do it again. An hour on the phone here is worth more than a week reading the rest of the document.

Then Items 1, 3, 17 and 21

Item 1 is the franchisor's history and how long they have done this. Item 3 is litigation — a pattern of suits against its own franchisees is a different signal from a single dispute. Item 17 covers renewal, transfer and termination: what happens if you want to sell, and what they can do if things go wrong. Item 21 is the audited financials. A franchisor that is not itself on firm ground is a risk to you.

What to do with the 14 days

Do not treat the review period as a waiting room. Give the FDD to a franchise attorney and an accountant — between them it is a few hundred dollars against a six-figure decision. Build your own cost model from Item 7 rather than accepting a summary. Work through Item 20. Write down every question the document raises and bring the whole list to one conversation.

If a franchisor pushes you to move faster than that, the FDD has just told you the most useful thing in it.

Sources

  1. FTC Franchise Rule, 16 CFR Part 436 — retrieved 2026-09-22
  2. FTC, A Consumer's Guide to Buying a Franchise — retrieved 2026-09-22

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Next step

Let us talkabout your market.

Tell us where you are looking. We will tell you straight whether the metro is open, what it would take, and whether we think it is a fit.

Not ready to talk? Get the franchise guide first

A person replies, usually within a business day

Not an autoresponder sequence, and not a call centre reading from a script.

Fourteen days with the FDD, minimum

Federal law gives you at least that long before anything can be signed. We treat it as a floor, not a target.

We will tell you if it is not a fit

Both directions. We are deciding too, and we would rather say so early than waste a year of yours.

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