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Franchise for Sale: A Resale Checklist Built From Real FDD Transfer Clauses

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Before you buy a franchise for sale, read the transfer clauses in the brand’s FDD: in four 2025 to 2026 filings the transfer fee runs $10,000 to $17,500, and the franchisor can match your price within 10 to 60 days.

Key takeaways

  • A buyer purchasing from an existing owner is not owed an FDD when the franchisor has had “no significant involvement” with the buyer, and approving the transfer does not count as involvement (16 CFR 436.1(t)).
  • Transfer fees in four current filings: $17,500 at Cold Stone Creamery, $10,000 at Club Pilates, $10,000 plus any broker or referral fee at Fish Window Cleaning, and 50% of the $30,000 initial fee ($15,000) at Blaze Pizza (Item 6 of each FDD on Minnesota CARDS).
  • The franchisor’s right of first refusal runs 10 days at Fish Window Cleaning, 30 days at Cold Stone Creamery and Club Pilates, and 60 days at Blaze Pizza, which then has 60 more days to close (Blaze Pizza FDD, Franchise Agreement 13.2.3(b)).
  • Club Pilates reported 133 completed transfers in 2025 against 1,029 franchised studios at the start of that year, or 12.9%; Blaze Pizza reported 11 against 255, or 4.3% (Club Pilates FDD, Item 20).
  • When a franchise broker is owed a commission, the Club Pilates agreement charges the buyer a $30,000 sourcing fee on top of the $10,000 transfer fee (Franchise Agreement Section 14.2).
  • Resales are a minority of franchise lending: 6,962 of 46,582 franchise-coded SBA 7(a) loans (14.9%) from FY2020 to June 30, 2026 financed a change of ownership (SBA 7(a) FOIA data).

The nine-step resale checklist, clause by clause

A resale closes only after the franchisor’s conditions in FDD Item 17, rows k to p, are met, so this checklist follows those rows in the order they bite. Steps 1 to 3 come before you make an offer, steps 4 to 6 shape the offer, and steps 7 to 9 run after the seller signs, inside refusal windows of 10 to 60 days in the four agreements quoted here.

  1. Get the FDD and the seller’s agreement. Ask the franchisor for its current FDD and the seller for the signed agreement, every amendment and the lease. The franchisor may owe you no FDD under 16 CFR 436.1(t), but if it puts you on its then-current agreement, that form is the one attached to the FDD.
  2. Read Item 17 rows k to p. Row k defines a transfer (Fish Window Cleaning counts “any 20% or more change in the ownership” of an entity franchisee), row l names who approves, row m lists the conditions, row n is the right of first refusal, row o any purchase option and row p the deadline after an owner’s death or disability: 90 days at Cold Stone Creamery, 120 days at Fish Window Cleaning, six months at Club Pilates and nine months at Blaze Pizza.
  3. Check Item 20 transfers. Table No. 2 lists completed transfers by state for the last three fiscal years under 16 CFR 436.5(t)(2). Read your state’s row next to Table No. 3, which counts terminations and closures.
  4. New agreement or assumption? Club Pilates can require “our then-current form of franchise agreement, which may contain materially different terms,” and Fish Window Cleaning requires a “current franchise agreement signed by new franchisee.” Compare the remaining term, the Item 6 royalty and the Item 12 territory of that form with the seller’s contract before you agree a price.
  5. Price the franchisor’s charges. Add the Item 6 transfer fee, any broker or sourcing fee, the buyer training fee and any remodel the franchisor can order under row m, then agree in writing which side pays each one.
Nine-step franchise resale checklist built from FDD Item 17, Item 6 and Item 20 Buying a franchise for sale: the nine-step resale checklist Each step maps to an FDD item or franchise agreement clause 1 Get the FDD and the seller’s agreement 16 CFR 436.1(t) 2 Read Item 17 rows k to p Transfer rules 3 Check Item 20 transfers Table No. 2 4 New agreement or assumption? Item 17 row m 5 Price the franchisor’s charges Item 6 6 Clear the right of first refusal Item 17 row n 7 Apply for approval Item 17 row l 8 Seller’s release and payoffs Item 17 row m 9 Train, then close in the window Training and deadline Sources: 16 CFR Part 436 and four FDDs filed in Minnesota (CARDS), 2025 to 2026
Nine resale steps mapped to 16 CFR Part 436 and Item 17 rows k to p of four FDDs filed in Minnesota, accessed November 2, 2026.
  1. Clear the right of first refusal. The seller sends the franchisor your signed offer. Club Pilates treats an offer as bona fide only with an earnest money deposit of 5% or more (Franchise Agreement 14.5), and every clock in the four agreements starts when the franchisor receives the complete package.
  2. Apply for approval. Cold Stone Creamery and Fish Window Cleaning say approval will not be “unreasonably” withheld; Club Pilates and Blaze Pizza require prior or express written consent with no such qualifier in Item 17.
  3. Seller’s release and payoffs. All four require the seller to be current on money owed and to sign a general release; Blaze Pizza also requires an estoppel agreement and a list of everyone holding an interest in the franchisee.
  4. Train, then close in the window. Cold Stone Creamery makes completion of its training program a condition of consent (Franchise Agreement 12.3(i)) and the sale to close within six months of the franchisor’s written refusal. Club Pilates requires its Owner/Operator Module, its Designated Manager Training Program and at least one Authorized Instructor before the studio reopens. Our franchise training program data shows how long initial training runs across systems.

Where does a franchise for sale come from?

Resale units reach buyers through the franchisor, through business brokers and through private owner-to-owner sales, and the FDD shows a trace of each. Item 20 Table No. 2 counts completed transfers by state, Item 6 shows whether a broker or the franchisor takes a fee, and 34.7% of 259 FDDs issued 2025 to 2026 add a broker, referral or finder charge on a sale.

ChannelWhere it shows in the filingsExample from a current FDDWhat to ask
Franchisor buyer referral or lead programItem 6 fee when the franchisor supplies the buyer (18.1% of 259 FDDs)Fish Window Cleaning: $10,000 transfer fee “plus any applicable broker/referral/lead generation fee” (Item 6)Does the franchisor keep a list of units for sale, and what does it charge the seller?
Business brokerItem 6 broker reimbursement or a sourcing fee in the agreementBlaze Pizza: actual broker cost up to $5,000 (Item 6); Club Pilates: $30,000 sourcing fee (FA 14.2)Who pays the commission, and does the franchisor add its own charge?
Franchisor-owned unit offered for resaleFive-year ownership history addendum, 16 CFR 436.5(t)(6)Each previous owner, period of control and “the reason for each previous change in ownership”Ask for the addendum before any deposit.
Private sale between ownersItem 20 Table No. 2 transfer counts by stateCold Stone Creamery: 79 transfers in 2025 (Item 20)How many transfers happened in this state in each of the last 3 years?

Lenders see the same flow. The median franchise resale loan in the SBA 7(a) file was $806,000 against $302,000 for a loan that opened a new unit (FY2020 to June 2026), and our franchise resale index by brand, sector and state breaks out where those loans went. The SBA franchise loan study covers the startup side of the same file.

How often do a brand’s units change hands?

Item 20 Table No. 2 answers that for any franchise for sale: completed transfers by state for three fiscal years. In the latest year of three of the four filings, transfers ranged from 11 at Blaze Pizza to 133 at Club Pilates. Dividing by franchised outlets at the start of that year puts systems of different size on one scale.

Brand (FDD issued)Fiscal yearTransfers, Table No. 2Franchised outlets at start, Table No. 1Transfers as a shareSource
Club Pilates (April 17, 2026, amended August 7, 2026)20251331,029133 / 1,029 = 12.9%FDD Item 20
Cold Stone Creamery (March 27, 2026)20257999279 / 992 = 8.0%FDD Item 20
Blaze Pizza (April 30, 2026)20251125511 / 255 = 4.3%FDD Item 20
Fish Window Cleaning (April 2, 2025)2024Totals rows printed as “2023: 0, 2024: 1, 2024: 17”264Not computed; ask the franchisorFDD Item 20
Figure 2Completed transfers as a share of franchised outletsLatest fiscal year (2025): Item 20 Table No. 2 divided by franchised outlets at the start of the year
Club Pilates12.9%Cold Stone Creamery8.0%Blaze Pizza4.3%
Source: Item 20 Tables No. 1 and 2 of each brand's FDD, Minnesota CARDS, accessed November 2, 2026.

Club Pilates reported 133 transfers against 1,029 franchised studios at the start of 2025 (12.9%); Item 20 of each FDD, accessed November 2, 2026.

The three-year series matter more than one year. Club Pilates reported 78, 59 and 133 transfers for 2023 to 2025; Cold Stone Creamery 79, 62 and 79; Blaze Pizza 20, 29 and 11 while its franchised count fell from 296 at the start of 2023 to 230 at the end of 2025. A buyer would ask why a count jumped and whether the units sold in your state are still open, then cross-check closures in our franchise closure rate data from Item 20.

Do you get an FDD when you buy from an owner?

Not automatically. Under 16 CFR 436.1(t), a “sale of a franchise” excludes a transfer by an existing franchisee “where the franchisor has had no significant involvement with the prospective transferee,” and approval alone is not significant involvement. The FTC’s Franchise Rule Compliance Guide (page 18) adds that a franchisor giving the buyer financial performance information must provide its disclosure document.

When the franchisor does sell to you, the 14-day rule applies: it must furnish the current FDD “at least 14 calendar-days before the prospective franchisee signs a binding agreement with, or makes any payment to, the franchisor” (16 CFR 436.2(a)). Our guide to the 23 FDD Items explains what each section holds and where to download filings for free.

When the seller is the franchisor itself

If the franchisor is selling “a previously-owned franchised outlet now under its control,” 16 CFR 436.5(t)(6) requires it to disclose, for the last five fiscal years, each previous owner, how long each held the outlet, the reason for each change in ownership (termination, non-renewal, voluntary transfer or ceased operations) and the periods the franchisor ran it. That history is the closest thing to a title search a resale buyer gets.

Why ask for the FDD in a private sale anyway

Items 5, 6 and 7 price the new unit you would otherwise open, Item 17 governs the agreement you may have to sign, and Item 20(4) lists current franchisees with outlet phone numbers so you can call owners in the same state. Any financial performance figures the franchisor makes appear in Item 19 (16 CFR 436.5(s)); the seller’s books are a separate request to the seller.

What do four FDDs say about transfers, row by row?

All four filings require franchisor consent, a paid transfer fee, a signed general release and training for the buyer, and all four give the franchisor a right of first refusal. They split on three points that change a deal: whether the buyer signs the then-current agreement, what counts as a transfer, and how long heirs get to sell after a death or disability.

Item 17 rowCold Stone Creamery (Kahala Franchising, LLC)Club PilatesFish Window CleaningBlaze Pizza
k. Transfer defined“Any voluntary, involuntary (including by operation of law), direct or indirect assignment, sale, gift or other transfer” (12.1)Includes any disposition of the agreement, ownership interests, control of the studio, its lease or its assets (14.1)Includes “any 20% or more change in the ownership of the franchisee entity” (10(A))Transfer of the agreement or a change in ownership of an entity franchisee (13.2.2)
l. Approval“will not unreasonably withhold approval”“Our prior written consent is required.”“will not unreasonably withhold approval”“Transfers require our express written consent.”
m. Agreement the buyer signs“new agreements signed”Then-current form or assumption of the old one, at the franchisor’s option“current franchise agreement signed by new franchisee”Assume the agreement or sign a new one
m. Other conditionsRemodel if necessary; keep the store phone number; reimburse unpaid local store marketing fundsStudio upgrade if the franchisor decides; general releaseBuyer takes on “all warranty work and service plans obligations”Refurbish; estoppel agreement; multi-unit sellers with 3 or fewer units must sell all
n. Right of first refusal“We can match any offer.” (12.2)Right of refusal for “any bona fide offer” (14.5)Same price and terms as the third-party offer (10(F))“We can match any offer for your business.” (13.2.3(b))
p. Death or disabilityTransfer within 90 daysTransfer within 6 monthsRepresentative acts within 120 daysHeirs have 9 months
SourceFDD issued March 27, 2026FDD issued April 17, 2026FDD issued April 2, 2025FDD issued April 30, 2026
Cold Stone Creamery FDD Item 17 table, rows k to p, with transfer conditions and right of first refusal boxed
Cold Stone Creamery FDD issued March 27, 2026, Item 17 rows m and n: buyer training, release, new agreements and “We can match any offer.” Minnesota CARDS, accessed November 2, 2026.

Row m is where resale deals usually change shape. If the franchisor can require its then-current agreement, the royalty, technology fee and term you price the business on come from the current FDD, not from the seller’s older contract; our Item 17 dataset of 259 franchise agreements shows how terms and renewals vary across systems.

How long can the franchisor hold up your deal?

From the day it receives a complete offer, the franchisor in these four agreements has 10 to 60 days to decide whether to buy the unit on your terms. Blaze Pizza can then take 60 more days to close, so a purchase agreement needs an outside date that covers the decision window, franchisor approval and buyer training, not only the refusal period.

BrandDays to decideIf the franchisor buysIf it declinesWhat restarts the clockClause
Fish Window Cleaning10 days from receipt of the offer statement45 more days to complete the purchaseSeller free for 60 days to close, still subject to consentAny material change in the offerFranchise Agreement 10.F
Cold Stone Creamery30 days after receiving the offerBuys at the offer’s price and termsSale must close within 6 months of the written refusalAltered terms: a new 30 daysFranchise Agreement 12.2
Club Pilates30 days after the exact offer and all requested informationMay substitute any form of payment; may assign the right to an affiliate or an unaffiliated third partySeller has 60 days to close with the buyerMaterial change or no close in 60 days: a new 30 daysFranchise Agreement 14.5
Blaze Pizza60 days from receipt of the requestCloses within 60 days; training and transfer fees waived“shall not constitute consent to the transfer”Material change, or no close in 60 daysFranchise Agreement 13.2.3(b)
Right of first refusal clocks in four franchise agreements, in days from the franchisor receiving the offer How long the franchisor can hold your offer: right of first refusal clocks Days from the franchisor receiving the buyer’s offer (scale: 3 px per day) 03060 90120150180 days Fish Window FA 10.F 10 days to accept; if it buys, 45 days to complete Cold Stone FA 12.2 30 days, then 6 months to close with your buyer after a refusal Club Pilates FA 14.5 30 days, then 60 days to close with your buyer; buyer posts a 5% deposit Blaze Pizza FA 13.2.3(b) 60 days to give notice, 60 days to close if exercised Franchisor’s decision window Closing or completion period Source: franchise agreements attached to each FDD, Minnesota CARDS, accessed November 2026
Franchisor decision windows run 10 days (Fish Window Cleaning) to 60 days (Blaze Pizza) in the franchise agreements attached to each FDD, accessed November 2, 2026.

Two details in the table catch buyers. A franchisor that passes on its right has not approved you: Blaze Pizza says so in terms, and Club Pilates lets the seller close only “if Franchisor otherwise consented.” And at Club Pilates the right can go to “an unaffiliated third party,” so the buyer who steps into your deal may not be the franchisor at all.

What does the franchisor charge on top of the price?

The transfer fee is the fixed line: $17,500 at Cold Stone Creamery, $10,000 at Club Pilates and Fish Window Cleaning, and $15,000 at Blaze Pizza at today’s $30,000 initial fee. Broker charges, training fees and remodel orders sit on top. Across 245 FDDs our transfer fee dataset puts the median at $10,000, or 26.7% of the brand’s initial fee.

BrandTransfer fee (Item 6)Initial fee (Item 5)Fee as a share of the initial feeBroker or sourcing chargeReduced transfers
Cold Stone Creamery$17,500 (traditional); $5,000 (non-traditional)$27,00017,500 / 27,000 = 64.8%None in Item 6Non-traditional restaurants: $5,000
Blaze Pizza50% of the then-current initial fee; $1,000 deposit with the application$30,00050% x $30,000 = $15,000Franchisor’s actual broker cost, up to $5,000To your own entity: actual costs up to $5,000
Club Pilates$10,000$65,00010,000 / 65,000 = 15.4%$30,000 sourcing fee paid by the buyer when a broker is owed a commission$750 to a wholly owned entity; $1,500 to an immediate family member
Fish Window Cleaning$10,000 plus any broker, referral or lead generation fee$49,900 to $74,900 by package10,000 / 59,900 = 16.7% (Standard Package)Added to the transfer feeNo fee to a newly formed entity you wholly own
Figure 5Transfer fee for a full sale, by FDDBlaze Pizza: 50% of its $30,000 initial fee. Fish Window Cleaning adds any broker or referral fee.
$0$5,000$10,000$15,000$20,000$17,500Cold Stone Creamery$15,000Blaze Pizza$10,000Club Pilates$10,000Fish Window Cleaning$10,000Median of 245 FDDs
Source: Item 5 and Item 6 of each FDD, Minnesota CARDS (accessed November 2, 2026); median from 245 FDDs issued 2025 to 2026.

Cold Stone Creamery charges $17,500 against a $10,000 median across 245 FDDs; Item 6 of each FDD, accessed November 2, 2026.

Worked example: franchisor charges named for one Club Pilates resale through a broker

LineAmountWho pays, per the agreementClause
Transfer fee$10,000“you or the transferee”Item 17 row m
Sourcing fee (broker owed a commission)$30,000“the proposed transferee”Franchise Agreement 14.2
Total named in dollars$10,000 + $30,000 = $40,000Allocate in the purchase agreementTraining fees are extra where Item 6 lists them

The same arithmetic at Blaze Pizza gives $15,000 plus up to $5,000 in broker reimbursement, or up to $20,000, and none of it if the franchisor buys the unit itself under 13.2.3(b). Skipping consent costs more: Fish Window Cleaning can treat an unapproved transfer as a default or collect “two times the Transfer fee,” 2 x $10,000 = $20,000 (Franchise Agreement 10.B). This page explains filed documents and is not legal, financial or investment advice; a franchise attorney can check how these clauses read in the seller’s own, possibly older, agreement.

Which resale claims fail against the filings?

Three claims repeated in resale guides do not match the federal rule or the filed documents: that the law guarantees a resale buyer an FDD 14 days before signing, that transfer fees average half the initial fee, and that refusal windows run 30 to 60 days. The table sets each claim beside its primary source.

ClaimWhere we saw itWhat the primary source saysSource
“By law” a resale buyer receives the FDD 14 days before signingA resale buying guide dated 2025The 14-day rule binds franchisors; a transfer with no significant franchisor involvement is not a sale under the Rule16 CFR 436.1(t); FTC Compliance Guide, p. 18
Transfer fees average 50% of the initial franchise feeA resale guide in 2026 search resultsMedian 26.7% across 242 FDDs; 16.9% are exactly 50%; Club Pilates is 15.4% and Cold Stone Creamery 64.8%Item 5 and Item 6, FDDs on Minnesota CARDS
Refusal windows run 30 to 60 daysSeveral resale guides in 2026 search resultsFish Window Cleaning allows 10 days; Blaze Pizza 60 days plus 60 to closeFish Window Cleaning FA 10.F; Blaze Pizza FA 13.2.3(b)

Walk away, renegotiate or proceed: the resale decision table

Use these rows once you hold the FDD and the seller’s agreement. Each ties a finding to an action and to the clause or threshold that triggers it. None needs the seller’s financial statements, which you review separately with an accountant, and the 10% transfer line is our screening threshold, not a rule.

If you findThenThreshold or clause
The franchisor gave you performance figures but no FDDAsk for the current FDD and wait the 14 daysFTC Compliance Guide p. 18; 16 CFR 436.2(a)
The unit for sale is franchisor-ownedGet the five-year ownership history first16 CFR 436.5(t)(6)
The transfer fee is above 26.7% of the initial feeNegotiate who bears it inside the priceCold Stone Creamery: 64.8%
A broker is involved and the agreement names a broker or sourcing feeWrite the amount and the payer into the purchase agreementClub Pilates $30,000; Blaze Pizza up to $5,000
Refusal window plus closing period passes 90 daysSet the outside closing date beyond itBlaze Pizza: 60 + 60 = 120 days
You must sign the then-current agreementReprice using its royalty, fees and termClub Pilates Item 17 row m
The seller owns several units under an area development agreementExpect to buy all of them, or at least halfBlaze Pizza Item 6 Note 4: 3 or fewer, all; more than 3, at least 50%
Transfers topped 10% of franchised outlets last yearAsk the franchisor why and call former owners listed in Item 20Club Pilates: 12.9% in 2025
The unit is in Michigan and consent is refusedAsk the franchisor to state its good causeMichigan Franchise Investment Law, quoted in the Michigan notice of the Fish Window Cleaning FDD
The seller wants to close before consentDo not closeFish Window Cleaning FA 10.B: void transfer or 2 x the fee

The general steps of choosing a brand, from the first call to signing, are in our buying a franchise guide.

How we compiled this

On November 2, 2026 we downloaded the current Clean FDD for 4 brands from the Minnesota Department of Commerce CARDS database (one dessert, one fitness, one cleaning and one pizza system, matching common resale searches) and read Items 5, 6, 17 and 20 plus the transfer article of each franchise agreement; one Item 20 table was checked against the PDF page image. Federal rules come from the 2026 Code of Federal Regulations (GPO) and the FTC’s 2008 Compliance Guide; cross-system figures come from our 259-FDD transfer fee dataset and the SBA 7(a) FOIA file. We excluded listing prices, seller financials and all Item 19 figures.

Frequently asked questions

Is it better to buy an existing franchise or a new one?

A resale gives you an operating unit, staff and an Item 20 transfer record to check, but you inherit its lease, equipment and possibly a then-current agreement with different terms. A new unit costs what Item 7 of the FDD says. Compare the resale price plus the franchisor’s Item 6 charges, such as a $10,000 to $17,500 transfer fee in four 2025 to 2026 filings, with the Item 7 range for a new unit.

Can a franchisor stop the sale of a franchise?

Yes, through consent and the right of first refusal in Item 17 rows l and n. Cold Stone Creamery and Fish Window Cleaning say approval will not be unreasonably withheld; Club Pilates and Blaze Pizza require written consent. Some states limit refusals: the Michigan Franchise Investment Law bars refusing a transfer except for good cause, such as an unqualified buyer or unpaid sums.

Do I get an FDD when buying a franchise resale?

Only if the franchisor is significantly involved. 16 CFR 436.1(t) excludes transfers where the franchisor has had no significant involvement with the buyer, and approving the transfer does not count. If the franchisor gives you financial performance information, the FTC Compliance Guide says it must provide its FDD. Ask for the current FDD anyway, because a then-current agreement may govern your unit.

How much is a franchise transfer fee?

The median fixed-dollar transfer fee is $10,000 across 245 FDDs issued 2025 to 2026, a median 26.7% of the brand’s initial fee. Current examples: $17,500 at Cold Stone Creamery, $10,000 at Club Pilates and Fish Window Cleaning, and 50% of Blaze Pizza’s $30,000 initial fee. Broker, sourcing and training charges can be added, such as the $30,000 Club Pilates sourcing fee.

What is a right of first refusal in a franchise sale?

It lets the franchisor buy the unit on the same price and terms as your signed offer. In four current agreements it has 10 days (Fish Window Cleaning), 30 days (Cold Stone Creamery, Club Pilates) or 60 days (Blaze Pizza) to decide. A material change in the offer restarts the clock, and at Club Pilates the right can be assigned to an unaffiliated third party.

How do I find a franchise for sale near me?

Ask the brand’s franchise development team whether it keeps a resale list, then read Item 20 of its FDD: Table No. 2 shows transfers in your state over 3 years, and Item 20(4) lists current franchisees with outlet phone numbers, so you can ask owners directly. Brokers list units too; check Item 6 for any broker or sourcing fee the franchisor adds.

Sources

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