If You Need a California Franchise Lawyer Think of FranchiseSmith First!

Our of-counsel attorney Matt Newbold is a fully licensed California franchise lawyer. He assists us in an of-counsel context to monitor and handle litigation, arbitration, and mediation.

The core principles to which a FranchiseSmith franchise attorney gives priority are simple, to help businesses:

create happy and successful franchises,

expand through alternatives to franchising, and

operate franchise units profitably.

Our franchise development experience includes preparing legally required franchise documents; preparing and submitting state franchise registrations; and creating documentation for international franchising and licensing.

Documentation and Legal Compliance

Franchise Disclosure Documents, Franchise Agreements, and related agreements and documentation are required for you to fulfill a wide variety of state and federal franchise and business opportunity laws and to follow the best practices in franchising. Doug Smith is our Portland Oregon franchise lawyer. He will:

Consult with you and your staff to discuss structural issues and gather the information we will need to prepare appropriate franchise related disclosure and contractual documents.

Create your initial version of the Franchise Disclosure Document ("FDD"), which will include your Franchise Agreement and supporting exhibits and state law addendum:

This will include ideas and options available to address your specific programs and needs. 

We will counsel with you concerning preparation of financial performance representations or “earnings claims” that you may elect to deliver to prospective franchisees.

We will help you fill out our questionnaires designed to collect information about you and your officers, management employees and franchise sales agents and about your company and its franchise programs.

We will work with you and your accountants to obtain required financial statements and information 

The FDD will be designed to fulfill the requirements of the Federal Trade Commission Rule on Franchising. You will use it to sell franchises in the approximately 30 states that do not require the submission of applications to exempt or register your franchise offering.

Help you to register or obtain exemption for your franchise offering in the appropriate states.

We will prepare, help you execute, and file the necessary applications and related franchise sales agent disclosure forms.

We will respond to and help you resolve state administrators’ comments and concerns about the FDD and the registration application.

We will review, comment upon and submit with the state applications your initial set of franchise sales materials and advertising to comply with state and federal franchise and business opportunity advertising laws.

If needed, organize a new legal entity (corporation or limited liability company) to function as the franchisor entity.

Assist you to select and apply for registration of the names for your concept. This would include preparation and initial submission of Oregon and federal trademark registration applications for an available name.

Conduct an on-site franchise compliance and sales training seminar for your franchise related personnel and sales agents.

Where Ever You Are and Where You Want to Go, We Can Help - Nationwide and Around the World

There are 23 states and at least six Canadian provinces that may require the prior registration of franchises before they can be offered within their jurisdictions.  These are:













New York

North Carolina

North Dakota

Rhode Island

South Carolina

South Dakota








British Columbia


New Brunswick


Prince Edward Island

In addition, there is an ever changing landscape of international franchise laws and regulations that could impact the international expansion of franchise concepts.

Except in those jurisdictions where you are registered, or exempt from registration, you should not issue any advertised material or respond to any franchise inquiries (other than to take a name, address, and telephone number for contact in the future--after investigation into applicable disclosure and registration requirements). Some states, provinces, and nations have exemptions from disclosure and registration in limited circumstances.

We work with franchise professionals worldwide and can help you prepare and file all necessary franchise registration and exemption applications and licensing arrangements. Our Portland franchise attorney works diligently with clients and administrators to help applications progress to approvals. 

What Else Can We Do For You?

The following are examples of additional types of legal services that you may hire our firm to provide for you:

  • State franchise registration annual renewals and business opportunity exemption filings
  • International franchise inquiries and documentation and world-wide sales efforts, including compliance, exemption and registration filings.
  • Prepare complete, ready-to-be signed Franchise Agreements for franchise prospects
  • Update and revise franchise documents including your FDD and franchise agreements
  • Monitor ongoing franchise sales processes and documentation, including franchise sales compliance audit and verification questionnaires and confirmations
  • Negotiate with franchisees and franchise prospects
  • Prepare multiple unit development agreements
  • Prepare franchise broker and sales agent agreements and monitor franchise sales processes and functions
  • Franchisee relationship monitoring and response
  • Review and update your franchise operations manuals
  • Investigate franchise related claims
  • Communicate with your franchisees and with third parties, such as vendors and suppliers
  • Prepare and review business purchase and sale documents
  • Prepare and review licensing agreements, leases and other contracts
  • Assist you in forming and organizing a business entity such as a limited liability company, corporation, or partnership
  • Assist you in structuring business relationships with others as partnerships, joint-ventures, business opportunities, licenses, franchises, etc.
  • Advise you on intellectual property law issues such as trademark or copyright selection and registration, infringement, or licensing

You Will Like Our Reasonable Rates

We offer hourly, lump sum, and hybrid engagements for experienced franchisors, the initial creation of new franchise systems, individual franchisees, and franchisee groups and associations. 

Initial consultations are always free.


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