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Franchise & Licensing

License Agreement vs Franchise — Structure to Avoid FDD Registration

Careful structuring lets a brand license mark/system without triggering FTC franchise rules — saves $100K+ in registration.

Overview

FTC's Franchise Rule triggers when three elements are present: (1) trademark license, (2) significant control/assistance, and (3) required payment of $500+ in first 6 months. Removing ANY element avoids franchise treatment: (a) no trademark license (pure dealership), (b) no control/assistance (bare trademark license), (c) minimum $500 fee waived first 6 months (fee AFTER). Trademark License Agreement (TLA) vs Franchise Agreement — massive difference in registration cost, disclosure obligations, and state filings.

Best fit
Brand owners considering expansionFranchise-alternative growth modelsCross-border licensing
Estimated impact
$50K–$500K/yr saved in FDD + registration costs

Click Generate advisory deep dive for mechanics, IRC citations, a step-by-step execution plan, a worked numeric example on your profile, costs, risks, and this-week actions.

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