Registering your franchise before offering or selling it in Michigan is an important legal step that ensures compliance with the Michigan Franchise Investment Law and protects both franchisors and prospective franchisees. Michigan is one of the states that requires franchisors to register (or file a notice) with the state prior to sale, and it has specific steps you must follow to be compliant.
Below is a clear, step-by-step guide on how to register your franchise in Michigan:
Confirm Michigan Franchise Law Applies to Your Business
Before beginning the registration process, you need to determine if your business qualifies as a “franchise” under Michigan law. Michigan defines a franchise broadly, including any agreement in which:
- A franchisee is granted the right to sell or distribute goods or services under a marketing plan or system prescribed by a franchisor,
- The franchisee’s business is associated with the franchisor’s trademark, name, or brand, and
- The franchisee is required to pay a franchise fee (directly or indirectly).
If your business arrangement meets these criteria, you must register (or at least file notice) before selling franchises in Michigan.
Prepare Your Franchise Disclosure Document (FDD)
Although Michigan does not require you to file the full Franchise Disclosure Document (FDD) for formal review, you still must prepare and use an FDD that complies with the Federal Trade Commission (FTC) Franchise Rule in any state where you sell franchises. This document includes 23 required items such as:
- background of the franchisor and key personnel
- franchise agreements and operating obligations
- initial and ongoing fees
- territory rights
- litigation history
- financial performance representations (if included)
- copies of required agreements and third-party vendor contracts
You must provide the FDD to prospective franchisees at least 10 business days before they sign any franchise agreement or pay any franchise fee in Michigan (which is slightly different from the federal minimum of 14 days).
Draft Your Notice of Intent (Michigan “Registration”)
Michigan’s franchise law requires franchisors to file a Notice of Intent with the Michigan Department of Attorney General (DAG) before offering or selling franchises in the state. Unlike many other states, Michigan is a “notice state”—meaning you do not submit the full FDD for review, only this brief notice.
Your Notice of Intent should be drafted on your company’s letterhead and include:
- Company name (and any DBAs)
- Principal business address
- Brief description of the franchise business
- Appropriate signature and contact information
A $250 filing fee (check payable to “State of Michigan”) must accompany the Notice of Intent.
Submit the Notice to Michigan’s Attorney General
Mail or deliver your Notice of Intent and payment to:
Michigan Department of Attorney General
Consumer Protection Division – Franchise Section
G. Mennen Williams Building
525 W Ottawa Street
P.O. Box 30213
Lansing, MI 48909
Once your Notice is accepted, the Department will issue a confirmation identifying your filing as “filed” with an effective date.
Wait for Confirmation Before Offering or Selling
Your franchise cannot legally be offered or sold in Michigan until the Department of Attorney General confirms the acceptance of your Notice of Intent. This confirmation is your registration.
Because Michigan does not review or approve the FDD itself, this step is essentially your state registration requirement. Make sure you keep a record of the confirmation for your compliance files.
Maintain Annual Renewal Filings
The Michigan Notice of Intent must be renewed each year. The renewal is essentially the same filing with updated information (if anything changed) and another $250 fee. Your annual filing keeps your franchise registration active in Michigan.
This requirement is different from many other states that require full FDD re-submission; in Michigan you simply file the annual notice.
Provide Franchise Disclosure Compliance
While Michigan’s registration is a “notice” filing, the federal FTC Franchise Rule still applies and requires you to provide a compliant FDD to all prospective franchisees at least 10 business days before key events (signing or payment). Ensure your FDD meets both federal and any relevant state disclosure standards.
You should consult with experienced franchise legal counsel to ensure your FDD, registration filings, and sales practices fully comply with both Michigan law and federal franchise regulations.
Ongoing Compliance After Registration
Once registered, you must also:
- Update the state notice if you materially revise the FDD or franchise agreement during the year
- Continue to provide updated FDDs to prospective franchisees when changes occur
- Maintain accurate records of sales and disclosures
- Ensure franchise agreements align with Michigan’s Franchise Investment Law requirements, including any state-specific protections and terms governed by law (e.g., fair termination, dispute processes)
While Michigan’s franchise registration process may seem simpler than other states (because it relies on a Notice of Intent rather than full FDD review), compliance is still essential. If you fail to file or renew the Notice of Intent, make offers, or sell franchises without prior registration, you may face civil penalties and enforcement actions under Michigan’s Franchise Investment Law.
Use experienced franchise counsel to assist with drafting the FDD, preparing the Michigan notice, and coordinating compliance across all registration states where they plan to sell franchises.
For more information on how to Franchise Your Business, contact FMS Franchise: www.FMSFranchise.com
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