Rhode Island
Franchise Registration
Rhode Island
Rhode Island is a franchise registration state. Before offering or selling a franchise in Rhode Island, a franchisor must register its Franchise Disclosure Document (FDD) with the Rhode Island Department of Business Regulation, Securities Division, unless an exemption applies.
Rhode Island Franchise Law
Rhode Island regulates franchise offerings under the Rhode Island Franchise Investment Act, R.I. Gen. Laws §§ 19-28.1-1 to 19-28.1-34.
A franchise generally exists under Rhode Island law when:
- The franchisee is granted the right to distribute goods or provide services under a marketing plan prescribed or suggested in substantial part by the franchisor;
- The franchisee is required to pay a franchise fee of more than $500 to the franchisor or its affiliate; and
- The franchise business is substantially associated with the franchisor’s trademark, service mark, trade name, logotype, advertising, or other commercial symbol.
Rhode Island requires registration before a franchisor may offer or sell franchises in the state, unless an exemption applies. Franchisors must also comply with the Federal Trade Commission’s Franchise Rule, which requires providing a current FDD to prospective franchisees at least 14 calendar days before execution of any agreement or payment of any consideration.
Rhode Island Franchise Registration Requirements
The initial filing fee is $600 and must be accompanied by the following documents:
- Uniform Franchise Registration Application with Certification
- Uniform Franchise Consent to Service of Process
- Corporate Acknowledgement
- Franchisor’s Costs and Sources of Funds
- Franchise Seller Disclosure Form
- Taxpayer Status Affidavit
- A clean copy of the Franchise Disclosure Document (FDD)
Rhode Island Franchise Renewals
A Rhode Island franchise registration expires 365 calendar days from the initial effective date and may be renewed annually.
The renewal filing fee is $300 and must be accompanied by the following documents:
- Uniform Franchise Registration Application with Certification
- Uniform Franchise Consent to Service of Process
- Corporate Acknowledgement
- Franchisor’s Costs and Sources of Funds
- Franchise Seller Disclosure Form
- Taxpayer Status Affidavit
- A clean copy and marked of the Franchise Disclosure Document (FDD)
Rhode Island Franchise Amendments
Franchisors must file an amendment when a material change occurs during the registration period. Material changes include updated fees, financial performance representations, litigation, financial statements, ownership changes, or any other change that would make the previously filed FDD inaccurate. Amendment filings must include the revised FDD and any required supplemental materials.
A post-effective amendment filing is $120.
Rhode Island Franchise Exemptions
Rhode Island recognizes limited exemptions from full franchise registration. Exemptions may apply based on the financial strength of the franchisor, the experience or sophistication of the prospective franchisee, or specific transactional circumstances. Even when an exemption applies, franchisors remain subject to the FTC Franchise Rule and Rhode Island’s antifraud provisions.
Rhode Island Franchise Relationship and Termination Laws
Rhode Island regulates certain franchise and dealership relationships under the Rhode Island Fair Dealership Act, R.I. Gen. Laws §§ 6-50-1 to 6-50-9.
Generally:
- A franchisor may not terminate a franchise without good cause
- Written notice and, when applicable, an opportunity to cure are required
- Certain venue, choice-of-law, waiver, and franchisee-association restrictions may be limited or unenforceable under Rhode Island law
Because Rhode Island provides both registration and relationship protections, franchisors commonly include a Rhode Island-specific addendum to ensure the franchise agreement complies with state requirements.
More Information About Rhode Island's Franchise Laws
Rhode Island Franchise Registration Laws
If you offer or plan to offer franchises in Rhode Island, we can help you determine whether registration is required, prepare and file your FDD, respond to state comments, and evaluate whether an exemption may apply.
Franchise Compliance in Rhode Island
To learn more about our franchise services and how we can assist with franchise compliance in Rhode Island, please contact us at (757) 263-4596 or visit our interactive map to explore franchise laws in other states.
