SCOR: Access to Capital for Small Businesses Increased Access to Capital A SCOR offering is a tool for small businesses to raise capital without the prohibitive costs involved in traditional stock offerings. Regulatory Relief and Streamlining Because the offering is registered solely with the state, multiple reporting requirements are eliminated. In addition, the enhanced form…
Isolated Sales and Limited Offerings Sales by a nonissuer of securities to no more than ten purchasers in Minnesota during any period of twelve consecutive months are exempt from registration as are nonissuer transactions by or through a broker dealer where the security has been in the hands of the public for at least 90…
A company selling securities to residents of the state of Minnesota must comply with federal and state securities laws. State securities laws are collectively and individually referred to as “Blue Sky Laws.” These Blue Sky Laws vary among the states, sometimes to a significant degree. It is important to note that the Minnesota Legislature recently…
Federal Exemptions (15 United States Code § 77) Small Offerings – Regulation A Regulation A (17 Code of Federal Regulations § 230.251 to § 230.262) permits the offering of up to $5 million of securities in a year without complying with all registration and disclosure requirements. If the Regulation A exemption is available, a shorter…
What Types of Relationships Are Not Covered? As discussed in the Statement of Basis and Purpose, the amended Rule no longer covers the sale of business opportunity ventures. It also does not cover the sale of franchises to be located outside of the United States and its territories. Business Opportunities Disclosure requirements and prohibitions pertaining…
Regulatory Considerations The next several posts will cover: Securities Registration Federal Exemptions Minnesota Blue Sky Laws Isolated Sales and Limited Offerings SCOR (Small Corporate Offering Registration) Securities Registration Broadly defined, a security is an interest in, or an obligation of, the business entity that issues the security. Examples of securities are corporate stock, interests in…
Sample Integration Provision This Agreement and all exhibits to this Agreement constitute the entire agreement between the parties and supersede any and all prior negotiations, understandings, representations, and agreements. Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to…
ITEM 17: THE FRANCHISE RELATIONSHIP This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this disclosure document. Provision Section in franchise or other agreement Summary a. Length of the franchise term Section 1 (also Section 1 of Lease) Term is equal to…
ITEM 4: BANKRUPTCY On March 2, 2004, Belmont filed a petition to reorganize under Chapter 11 of the U.S. Bankruptcy Code in the District of Minnesota, 04-BR-3344. We continued to operate our business and manage our assets as a debtor-in-possession under bankruptcy court supervision. On October 2, 2005, the bankruptcy court confirmed our plan of…
ITEM 9: FRANCHISEE’S OBLIGATIONS This table lists your principal obligations under the franchise and other agreements. It will help you find more detailed information about your obligations in these agreements and in other items of this disclosure document. Obligation Section in agreement Disclosure document item a. Site selection and acquisition/lease Section 2A of franchise agreement…
Introduction Here is a sample cover page of a franchise disclosure document. Franchise Disclosure Document Belmont Mufflers, Inc. A Minnesota Corporation 111 First Street Jackson, Minnesota 55000 (111) 222-3333 [email protected]_mufflers4u.com www.belmont_mufflers4u.com Belmont Mufflers, Inc., repairs and installs motor vehicle exhaust systems. The total investment necessary to begin operation of a Belmont Mufflers franchise is $100,000….
Sample Item 5-1: Initial Fees ITEM 5: INITIAL FEES All Belmont Muffler Shops franchisees pay a $42,000 lump sum franchise fee when they sign the franchise agreement. Belmont will refund the entire amount to you if we do not approve your application within 45 days. Belmont will refund $9,000 of this fee if you do…
Sample Item 5-1: Initial Fees ITEM 5: INITIAL FEES All Belmont Muffler Shops franchisees pay a $42,000 lump sum franchise fee when they sign the franchise agreement. Belmont will refund the entire amount to you if we do not approve your application within 45 days. Belmont will refund $9,000 of this fee if you do…
Item 1: the Franchisor, Parents, Predecessors, and Affiliates To simplify the language, this disclosure document uses “we” or “us” to mean Belmont Mufflers, Inc., the franchisor. “You” means the individual, corporation, or other entity that buys a Belmont Muffler franchise. Franchisor, Parent, and Affiliates We conduct business under the name Belmont Muffler Shops. Our principal…
ITEM 6: OTHER FEES (Column 1) Type of fee (Column 2) Amount (Column 3) Due Date (Column 4) Remarks Advertising (note 1) 2% of total gross sales. Same as royalty fee Cooperative Advertising (note 1) Maximum – 2% of total gross sales Established by franchisees Franchisee may form an advertising cooperative and establish local advertising…
Sample Item 16: Restrictions on What the Franchisee May Sell ITEM 16: RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL We require you to offer and sell only those goods and services that we have approved (see Item 9). You must offer all goods and services that we designate as required for all franchisees. These required…
Sample Item 19-1: Financial Performance Representation (Based on Actual Historical Performance Results) ITEM 19: FINANCIAL PERFORMANCE REPRESENTATION The FTC’s Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included…
Sample Item 21-1: Financial Statements ITEM 21: FINANCIAL STATEMENTS Attached to this disclosure document as Exhibit J are our audited, fiscal year end financials for 2005, 2006, and 2007. Attached to this disclosure document as Exhibit K are the audited, fiscal year end financials for 2005, 2006, and 2007 of subfranchisor Richard McDonald. Sample Item…
ITEM 13: TRADEMARKS We grant you the right to operate a shop under the name “Belmont Muffler Shop.” You may also use our other current or future trademarks to operate your shop. By “trademark,” we mean trade names, trademarks, service marks, and logos used to identify your shop. W e registered the trademark on the…
Item 18: Public Figures Belmont has paid Ralph Doister $50,000 for the right to use his name in promoting the sale of our franchise. This right expires on December 31, 2008. Belmont has produced newspaper ads, a brochure, and a video which feature Mr. Doister. Mr. Doister does not manage or own an interest in…
ITEM 2: BUSINESS EXPERIENCE President and Director: Jane J. Doe Ms. Doe became President of Belmont Mufflers, Inc., in June 2006. From May 2004 until June 2006, she served as our Vice President. From June 2000 until April 2004, Ms. Doe was Vice President of Atlas, Inc., a Houston, Texas, manufacturer of automobile wheels. Vice…
Sample Item 22: Contracts ITEM 22: CONTRACTS The following agreements and other required exhibits are attached to this disclosure document in the pages immediately following: A. Belmont Franchise Agreement B. Belmont Lease of Premises C. USA Credit Corp. Equipment Lease D. Belmont Equipment Purchase Note E. Belmont Initial Fee Loan Agreement F. Belmont Operating Manual…
ITEM 8: RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES Required purchases You must purchase your pipe bending machine, hoist, cutting torch, mufflers, exhaust pipe, and other supplies under specifications in the operations manual. These specifications include standards for delivery, performance, design, and appearance. Our specifications are formulated by our engineering department and may be modified…
Sample Item 15-1: Obligation to Participate in the Actual Operation of the Franchise Business ITEM 15: OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS If you are an individual, you must directly supervise the franchised business on its premises. If you are a corporation, a person who owns at least a 1/3…
ITEM 12: TERRITORY You will receive an exclusive territory with a minimum population of 50,000 people. You will operate from one location and must receive our permission before relocating. We will not operate stores or grant franchises for a similar or competitive business within your area. You are not restricted from selling Belmont products and…
ITEM 3: LITIGATION Pending Actions Blank v. Belmont Mufflers, Inc., No. 06-111 (M.D. Fla. filed August 1, 2007). Five franchisees filed suit against us for breach of contract, alleging that we failed to furnish equipment in the time period stated in our franchise agreement. These franchisees seek damages of $350,000. A trial is scheduled for…
ITEM 7: YOUR ESTIMATED INITIAL INVESTMENT (Column 1) Type of expenditure (Column 2) Amount (Column 3) Method of payment (Column 4) When due (Column 5) To whom payment is to be made Initial franchise fee $15,000 (note 1) Lump sum At signing of franchise agreement Belmont Mufflers, Inc. Travel and living expenses while training $2,500…
Table of Contents Item Page 1. The Franchisor and any Parents, Predecessors, and Affiliates 1 2. Business Experience 3 3. Litigation 4 4. Bankruptcy 6 5. Initial Fees 7 6. Other Fees 10 7. Estimated Initial Investment 11 8. Restrictions on Sources of Products and Services 12 9. Franchisee’s Obligations 15 10. Financing 17 20….
ITEM 11: FRANCHISOR’S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING Except as listed below, Belmont is not required to provide you with any assistance. Pre-Opening Assistance Before you open your business, Belmont will: Designate your exclusive territory (Franchise Agreement, Paragraph 2). Assist you in selecting a business site (Franchise Agreement, Paragraph 3). You select your business…
Table No. 1 – Systemwide Outlet Summary Table No. 1 of Item 20 presents the total number of all outlets nationwide – both company owned and franchised – operating at the beginning and at the end of each of the franchisor’s last three fiscal years. This chart should include all outlets that are substantially similar…