Section § 31520

Explanation

If you're a franchise broker in California, you must register with the state by filling out certain documents online. This includes a specific disclosure document verified by you, additional required paperwork, a registration fee, and copies of certain financial protections like insurance policies. Your registration becomes official once everything is submitted correctly and fees are paid. Keep in mind, this registration only lasts until the end of the calendar year.

(a)CA Corporations Code § 31520(a) A franchise broker shall register by filing online all of the following with the commissioner:
(1)CA Corporations Code § 31520(a)(1) A completed Uniform Franchise Broker Disclosure Document, as created and modified by the commissioner, that is signed and verified as true and correct by the filer.
(2)CA Corporations Code § 31520(a)(2) Any additional documents or exhibits prescribed by the commissioner.
(3)CA Corporations Code § 31520(a)(3) The required registration fee, as set forth in Section 31500.
(4)CA Corporations Code § 31520(a)(4) Copies of financial securities and insurance policies the commissioner requires the franchise broker to obtain and maintain.
(b)CA Corporations Code § 31520(b) Subject to Section 31522, the registration shall be effective upon filing a complete application, including all required documents, and paying all applicable fees.
(c)CA Corporations Code § 31520(c) Subject to Section 31522, a registration pursuant to this section shall expire on December 31 of the year in which the registration became effective.

Section § 31521

Explanation

If you're a registered franchise broker in California, you need to let the commissioner know in writing right away if there's any important change in the information from your latest disclosure document. The commissioner can set rules on what's considered an important change and when you need to update your disclosure document. If the commissioner finds that these changes mean you're not following the rules, they can issue a stop order, essentially pausing your activities.

(a)CA Corporations Code § 31521(a) A registered franchise broker shall promptly notify the commissioner in writing by an application to amend the registration of any material change in the information contained in the latest Uniform Franchise Broker Disclosure Document filed by the franchise broker.
(b)CA Corporations Code § 31521(b) The commissioner may by rule further define what shall be considered a material change for those purposes, and the circumstances under which an amended Uniform Franchise Broker Disclosure Document must be filed.
(c)CA Corporations Code § 31521(c) The commissioner may issue a stop order pursuant to Section 31522 if the commissioner finds that any of the material changes provided pursuant to this section constitute a failure to comply with any of the provisions of this division or any rule issued by the commissioner pertaining to this division.

Section § 31522

Explanation

This law allows the commissioner to quickly place a stop order on a franchise broker's registration if they do not follow the rules. This means the broker can't sell franchises in California while the stop order is active. If a stop order is issued, the broker gets a notice explaining why and can request a hearing to challenge it within 15 business days. The order might be changed or continued until a final decision is made. If the broker doesn't ask for a hearing within 30 days, the stop order stays until the commissioner changes it.

(a)CA Corporations Code § 31522(a) The commissioner may summarily issue a stop order suspending or revoking any registration under this part if the commissioner finds that the franchise broker has failed to comply with any of the provisions of this division or any rule issued by the commissioner pertaining to this division.
(b)CA Corporations Code § 31522(b) A franchise broker shall not offer or sell a franchise in this state while a stop order issued pursuant to subdivision (a) is in effect.
(c)CA Corporations Code § 31522(c) Upon issuance of a stop order, the commissioner shall promptly provide a notice to the franchise broker that contains all of the following:
(1)CA Corporations Code § 31522(c)(1) Notice that the stop order has been issued.
(2)CA Corporations Code § 31522(c)(2) The reasons for issuance of the stop order.
(3)CA Corporations Code § 31522(c)(3) Notice that the matter will be set for hearing within 15 business days after the commissioner receives a written request for hearing from the franchise broker, unless the franchise broker consents to a later date.
(d)CA Corporations Code § 31522(d) The commissioner may modify, vacate, or extend a stop order until there has been a final determination of the matter at the hearing.
(e)CA Corporations Code § 31522(e) A hearing under this section shall be conducted pursuant to Chapter 5 (commencing with Section 11500) of Part 1 of Division 3 of Title 2 of the Government Code, and the commissioner shall have all the powers granted under those provisions.
(f)CA Corporations Code § 31522(f) If the franchise broker does not request a hearing within 30 days after receipt of the notice required by subdivision (c), the stop order shall remain in effect until it is modified or vacated by the commissioner.

Section § 31523

Explanation

If you're a franchise broker selling a franchise in California, you must keep detailed records of the offer for five years.

A registered franchise broker offering a franchise for sale in this state shall keep and maintain a complete set of books, records, and accounts of that offer for a period of five calendar years.

Section § 31524

Explanation
A franchise broker in California must follow the rules and obligations set out in Sections 31154, 31155, 31156, 31157, and 31158. These sections include specific regulations that ensure brokers operate fairly and legally when dealing with franchise opportunities.
A registered franchise broker is subject to, and shall comply with, all of the following:
(a)CA Corporations Code § 31524(a) Section 31154.
(b)CA Corporations Code § 31524(b) Section 31155.
(c)CA Corporations Code § 31524(c) Section 31156.
(d)CA Corporations Code § 31524(d) Section 31157.
(e)CA Corporations Code § 31524(e) Section 31158.

Section § 31525

Explanation

This law makes it illegal for a franchise broker to offer or sell a franchise in California unless they are registered. The rule applies if the potential buyer lives in California, their main office is in California, or the franchise itself will operate in California.

(a)CA Corporations Code § 31525(a) It is unlawful for a franchise broker to offer or sell a franchise in this state unless the franchise broker is registered pursuant to this part.
(b)CA Corporations Code § 31525(b) For purposes of this section, an offer or sale of a franchise is made in this state if any of the following apply:
(1)CA Corporations Code § 31525(b)(1) The prospective franchisee resides in this state.
(2)CA Corporations Code § 31525(b)(2) The prospective franchisee has its principal place of business in this state.
(3)CA Corporations Code § 31525(b)(3) The franchised business will be located in this state.

Section § 31526

Explanation

If you're a franchise broker, you can't talk with someone about buying into a franchise unless you first give them a specific disclosure document. You can send this document electronically, but you must follow any rules set by the commissioner.

(a)CA Corporations Code § 31526(a) It is unlawful for a franchise broker to communicate with a prospective franchisee about investing in a franchise opportunity that is subject to registration pursuant to this division unless the franchise broker first provides to the prospective franchisee a copy of the completed Uniform Franchise Broker Disclosure Document.
(b)CA Corporations Code § 31526(b) A franchise broker may provide the Uniform Franchise Broker Disclosure Document to a prospective franchisee through electronic means, subject to any requirements or conditions imposed by the commissioner.

Section § 31527

Explanation

This law requires a document called the Uniform Franchise Broker Disclosure Document to be filled out by franchise brokers. It must include detailed information about the broker, such as their name, business details, past experience, and any legal issues they've faced. It should also describe the services they offer, how they get paid, which industries they work in, and details about the brands they represent. This document helps potential franchisees understand who they're dealing with and what to expect in the franchise dealing process.

For purposes of this part, the Uniform Franchise Broker Disclosure Document shall contain all of the following information:
(a)CA Corporations Code § 31527(a) A franchise broker cover page, as created and modified by the commissioner, that contains standardized language regarding franchise brokers, including, but not limited to, all of the following:
(1)CA Corporations Code § 31527(a)(1) The types of sellers.
(2)CA Corporations Code § 31527(a)(2) The franchise brokers’ role in the franchise sales process.
(3)CA Corporations Code § 31527(a)(3) Services a franchise broker might provide.
(4)CA Corporations Code § 31527(a)(4) Different ways a franchise broker might be compensated for its services.
(5)CA Corporations Code § 31527(a)(5) Examples of questions a prospective franchisee might ask a franchise broker.
(b)CA Corporations Code § 31527(b) All of the following information about the franchise broker:
(1)CA Corporations Code § 31527(b)(1) Legal name.
(2)CA Corporations Code § 31527(b)(2) Trade name.
(3)CA Corporations Code § 31527(b)(3) Year and state of formation.
(4)CA Corporations Code § 31527(b)(4) Principal place of business.
(5)CA Corporations Code § 31527(b)(5) Owners.
(6)CA Corporations Code § 31527(b)(6) Directors and officers.
(7)CA Corporations Code § 31527(b)(7) Contact information.
(8)CA Corporations Code § 31527(b)(8) The franchise broker’s broker network or franchise sales organization.
(c)CA Corporations Code § 31527(c) The franchise broker’s professional experience during the last five years, including, but not limited to, employers, principal positions, each position’s location, and the month and year of each position’s start date and end date.
(d)CA Corporations Code § 31527(d) Administrative, civil, or criminal actions alleging that the franchise broker, or an owner, officer, or director of the franchise broker, violated any franchise, antitrust, or securities law, or committed fraud, unfair or deceptive practices, or similar violations, whether pending or resolved, within the last five years.
(e)CA Corporations Code § 31527(e) The industries of the brands the franchise broker represents and how many brands within each industry the franchise broker represents.
(f)CA Corporations Code § 31527(f) A description of the services performed by the franchise broker.
(g)CA Corporations Code § 31527(g) How the franchise broker is compensated, including, but not limited to, how the amount of any consideration the franchise broker receives is calculated.
(h)CA Corporations Code § 31527(h) Whether a broker network, broker organization, or franchise sales organization may receive any additional consideration.
(i)CA Corporations Code § 31527(i) The brands for whom the franchise broker sold a franchise anywhere in the United States or its territories during the last calendar year for which the franchise broker received or is entitled to receive compensation, including, but not limited to, the total number of units sold for the brand.

Section § 31528

Explanation

This law will only take effect if the state budget includes specific funding for it. It will start either on July 1, 2026, or one year after the funding is approved, whichever comes later.

The implementation of this part is contingent upon an appropriation for its purposes by the Legislature in the annual Budget Act or other statute. This part shall become operative on the later of: (1) July 1, 2026, or (2) the first anniversary of the date on which the appropriation is made.