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The broker and franchisor have different duties

The federal definition of franchise seller can include employees, agents, subfranchisors and outside brokers involved in sales. Seller-conduct restrictions reach those people; responsibility for furnishing the FDD rests with the franchisor. A referral contract saying the broker handles compliance does not transfer every duty.

This includes substantive claims in an introduction. What the speaker actually says matters more than calling the candidate an investor or describing the contact as a referral.

Sources: Federal Trade Commission: section-436.1 Federal Trade Commission: section-436.9 Federal Trade Commission: section-436.2

A broker’s private spreadsheet can create the same problem as your deck

In a fictional cleaning offer, a broker says a hired local manager can produce a predictable margin. That is a statement about the proposed business’s financial result, not simply an exchange of contact details. Check its Item 19 treatment and written support before it is repeated. Item 19 is the FDD section addressing financial performance representations.

Sellers must not contradict required disclosures or misrepresent a reference as independent. Performance claims need the applicable reasonable basis, written supporting evidence and disclosure treatment, whether made in a webinar, portal, spreadsheet or private conversation.

Sources: Federal Trade Commission: section-436.9

Control the message and the formal delivery

Give the broker materials that match the actual disclosure, make clear who may answer financial-result questions and retain the communications actually used. Separately, make sure the correct FDD is furnished to the prospect under the applicable timetable. One task does not demonstrate that the other happened.

Sources: Federal Trade Commission: section-436.9 Federal Trade Commission: section-436.2

Scope

  • This is the federal distinction. State broker licensing, registration, advertising and authority to sell require separate checks; the fictional example establishes no violation.

Next step

Check the broker’s actual sales message and confirm who will furnish the current FDD before recruitment proceeds.

Sources & review notes

The source records distinguish access dates from substantive review dates. Updating an explanation does not itself recheck the law.

16 CFR §436.1: Federal franchise definition

Federal Trade Commission

Passage, dates and research notes

primary · section-436.1

whatever it may be called

Accessed: 2026-11-12T20:51:48.875978+00:00 · Meaning reviewed: 2026-11-12 · Next review target: 2026-12-12

Current eCFR displayed through 2026-11-09; eCFR is authoritative but not the official legal edition.

16 CFR §436.9: Franchise-sales prohibitions

Federal Trade Commission

Passage, dates and research notes

primary · section-436.9

reasonable basis and written substantiation

Accessed: 2026-11-12T20:51:48.875978+00:00 · Meaning reviewed: 2026-11-12 · Next review target: 2026-12-12

Current eCFR displayed through 2026-11-09; eCFR is authoritative but not the official legal edition.

16 CFR §436.2: Federal disclosure timing

Federal Trade Commission

Passage, dates and research notes

primary · section-436.2

at least 14 calendar-days

Accessed: 2026-11-12T20:51:48.875978+00:00 · Meaning reviewed: 2026-11-12 · Next review target: 2026-12-12

Current eCFR displayed through 2026-11-09; eCFR is authoritative but not the official legal edition.

Detailed rule records (1)
Give franchise brokers a controlled sales workflow Depends on the facts

The federal definition of franchise seller includes relevant third-party brokers and other people involved in franchise sales. Section 436.9 prohibits sellers from specified inconsistent, misleading and unsubstantiated representations; franchisor disclosure duties remain distinct.

When to check: Give franchise brokers a controlled sales workflow. Source review: 2026-11-12.

16 CFR §436.1: Federal franchise definition 16 CFR §436.9: Franchise-sales prohibitions 16 CFR §436.2: Federal disclosure timing

Related case records

The case guides distinguish allegations, orders and outcomes.

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