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Buying & Selling a Business

Does a franchise resale exemption mean my buyer gets no disclosure document at all?

TSL Written by the Treadstone Law team· Updated August 2026

Not necessarily, and this is an assumption worth being careful about. Even where a specific resale genuinely qualifies for one of the Arthur Wishart Act's narrow, fact-specific disclosure exemptions, that generally means the formal disclosure document requirement doesn't apply in the same way it would for a new franchise grant — it doesn't automatically mean your buyer receives no meaningful information at all, and a prudent buyer will still want (and a responsible seller and franchisor should still be prepared to provide) accurate information about the business and franchise relationship through ordinary due diligence, even outside the formal disclosure process.

It's also important not to assume an exemption applies just because the situation looks similar to one you've heard qualifies elsewhere — these exemptions are narrow and fact-specific, and relying on one without confirming it actually fits your transaction risks exposing both seller and franchisor to a rescission claim if a court later finds disclosure should have been given.

Because getting this wrong carries real consequences, never assume an exemption applies without having your specific transaction reviewed. A Treadstone business lawyer can confirm whether disclosure is actually required.

Key takeaways

  • An exemption from formal disclosure doesn't mean a buyer gets no meaningful information at all.
  • Ordinary due diligence should still occur even where the formal disclosure document isn't required.
  • Resale exemptions are narrow and fact-specific — never assume one applies without confirming it.
  • Getting this wrong risks a rescission claim if disclosure should have been given but wasn't.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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