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Match the condition to the actual entity
The State Corporation Commission (SCC) says covered Virginia offers/sales must be registered or exempt. Rule 21VAC5-110-75 includes unchanged uninterrupted renewal, additional existing-franchisee sales, seasoned-franchisor, institutional-buyer and substantial-investment routes.
Choose the exact provision before relying on group history, financial condition or buyer characteristics. Parent facts count only where permitted and any required guarantee is established; the seller cannot simply borrow the parent’s reputation.
For routes numbered 3–6, subdivision 7 retains the disclosure document and all proposed agreements fourteen calendar days before agreement/payment.
Advance filing and renewal depend on the route
| Route or event | Requirement stated here |
|---|---|
| Seasoned or substantial-investment route | Specified Form H package at least ten business days before covered offer/sale; annual renewal rules apply. |
| Institutional-buyer route | Specified package at least ten business days before each offer or sale of each franchise. |
| Annual renewal | Specific annual routes say at least ten business days before expiry; paragraph 8(c)(1) says ten days. Preserve and resolve that difference before relying on the shorter wording. |
| Material change | Exemption amendment is required. Electronic-media wording does not establish the exclusive current submission channel. |
The exemption does not update contract clauses
The Act and SCC’s April notice require separate attention to the July 2026 Virginia governing-law and post-term retail-competition changes and negotiated-sale exception. The contract companion explains those conditions and amendment-before-sale instructions.
Scope
- The ten-day/ten-business-day wording difference is unresolved. Actual offer, buyer, entity, exemption and current submission conditions require application.
Next step
Establish the precise exemption and required entity evidence before a covered offer, then meet its filing and retained delivery duties.
Sources & review notes
Virginia State Corporation Commission
Passage, dates and research notes
official-guidance · Registration and exemptions
All franchises offered or sold in Virginia must either be registered or exempt from registration.
Narrow cited passages reviewed. This is not a complete jurisdictional survey.
Virginia State Corporation Commission
Passage, dates and research notes
primary · Complete current section, including subdivisions 2–8
14 calendar days before the signing of the agreement or the payment of any consideration
Actual complete regulation read; latest listed amendment effective January 1, 2025. Seasoned/substantial-investment annual filings and institutional per-transaction filings differ. Preserve 10 business days in subdivisions 4/6 alongside 10 days in 8(c), rather than silently reconciling wording. CD-ROM wording is preserved as historical rule text, not represented as the exclusive current submission route. Actual readable official body downloaded and cited operative provisions read; fetch timestamp is separate from substantive verification.
Virginia General Assembly
Passage, dates and research notes
primary · 13.1-559, 561, 563–565 and 571; complete current chapter read
shall be governed by the laws of the Commonwealth
Current served chapter includes 2026 chapters 553/554. Read full statutory chapter. Governing-law, competition-restriction and reasonable-cause cancellation provisions have distinct triggers. The 72-hour statutory voidability branch is not substituted for the administrative 14-calendar-day disclosure rule. Actual readable official body downloaded and cited operative provisions read; fetch timestamp is separate from substantive verification.
Virginia State Corporation Commission, Division of Securities and Retail Franchising
Passage, dates and research notes
official-guidance · Complete two-page April 14, 2026 notice
changes, which become effective on July 1, 2026
Complete actual notice read. Confirms enacted chapters 553/554 and effective date, FDD Items 17(r)/(w) or Virginia addendum, and amendment-before-sale instructions for previously registered offerings. The source is public agency guidance despite the PDF footer reading Confidential; no private file or credentials were accessed. Actual readable official body downloaded and cited operative provisions read; fetch timestamp is separate from substantive verification.
Detailed rule records (3)
Franchises offered or sold in Virginia must be registered or exempt. Some exemptions require a filing before an offer or sale.
Virginia SCC - Franchise Registration21VAC5-110-75(7) preserves 14-calendar-day document/agreement delivery for routes 3–6. Seasoned and substantial-investment routes require the specified pre-offer Form H package and annual renewal; the institutional route requires the package at least 10 business days before each offer or sale of each franchise. Material changes require exemption amendment.
Virginia Administrative Code 21VAC5-110-75 — exemptions Virginia Code Chapter 8 — Retail Franchising Act, current 2026 textApply current 13.1-559 scope and mandatory Virginia governing law; 13.1-563(A)(4) prohibits the stated post-termination/expiration retail competition restriction. Follow SCC July 1, 2026 FDD and amendment directions. Separately review reasonable-cause cancellation and undue influence under 13.1-564.
Virginia Code Chapter 8 — Retail Franchising Act, current 2026 text Virginia SCC April 2026 franchise legislation noticeKeep this reading in your learning library.
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