What Does it Mean for a Franchisor to “Go Dark”?

If a franchise seller’s state registrations have expired, they are legally required to Go Dark in those states. If a franchise seller’s Franchise Disclosure Document (FDD) has expired (is older than 120 days past the end of its fiscal year), they are legally required to Go Dark in EVERY state.  What does it mean for a franchisor to Go Dark?  by Sean Kelly

What Does it Mean for a Franchisor to “Go Dark”?

In a recent post on the DonutNV’s expired state registrations, we mentioned that they were required to “Go Dark” in at least a few registration states.  (Must Franchise Fastlane Halt DonutNV Franchise Sales? )*

What does it mean for a franchisor to “Go Dark?”

According to the 2024 FDD Renewal Guide by Charles Internicola, Internicola Law Firm (FranchiseLawSolutions.Com):

The phrase dark period refers to a period during which a franchisor is legally restricted from offering or selling franchises. Extended dark periods can result from allowing your FDD to expire by not renewing it before the federal and/or state deadline. It is called a dark period because a franchisor’s franchise sales “go dark” during this period.

Internicola’s FDD Renewal Guide explains that there are two forms of “Going Dark”: Global & State-Specific.

A global dark period “refers to a period when a franchisor is legally restricted from offering or selling franchises anywhere in the U.S. at the federal level.”

Failure to renew the FDD before its federal expiration date

Under federal laws, franchisors are required to have an up-to-date and legally issued FDD to offer or sell franchises in the U.S. An expired FDD can trigger a global dark period during which your franchise sales will come to a standstill while waiting for your updated FDD to be approved.

A global dark period can also be triggered when material changes to the FDD are required.

State-specific dark periods occur when a franchisor is legally restricted from offering or selling franchises within a specific state.

According to Internicola:

State-specific dark periods apply only to franchise sales in states where the franchisor’s FDD has expired, or another compliance issue has legally restricted them from offering or selling franchises in that state.

[Incidently, the Internicola website has a number of excellent and easy-to-understand free guides to such electrifying topics as franchise law, registration and filing states and compliance for franchise salespeople and brokers.]

Mike Drumm of Drumm Law Also Explains Going Dark.

For a second opinion, I consulted the creative website of franchise attorney Mike Drumm’s Drumm Law.

 According to the Drumm Law website:

If you don’t update, your FDD expires and can no longer be used.

When this happens, you can’t sell any franchise or complete most transfers or renewals.

All marketing, advertising, and conversations with prospects must cease.

According to Drumm Law, franchisors who Go Dark may risk violating franchise laws:

If you go dark, you run the risk of inadvertently violating franchise laws by making franchise offers (e.g. responding to requests for information or keeping your franchising website online).

Also, if you use franchise brokers, they may unknowingly continue to offer your franchise to prospects.

If they’ve gone dark, DonutNV & Franchise Fastlane will likely have to disclose any sales activity during dark period:

… when you re-file, state examiners often ask about offers and sales during periods when a franchisor didn’t have a permit.

DonutNV also may be subject to greater scrutiny when they refile:

If you go dark and do not renew your FDD in the registration states, it will be treated as an initial filing.

This means you will have to pay a higher filing fee and be subject to a lengthier review.

Attorney Jason Power Also Addressed Going Dark.

According to an article by attorney Jason Power, now of Franchise.Law, shared by Franchise Dictionary:

When franchisors do not file their renewal applications early enough, they may have to stop selling franchises, or “go dark,” until their renewal is approved…

Once the state approves the renewal application, the franchisor will be required to send [prospects] the new franchise disclosure document and franchise agreement. Usually [they] will be asked to sign a new FDD receipt and wait for the required disclosure period to lapse before [they] can sign the new franchise agreement…

Just Because They’re Registered Doesn’t Mean They’re Legal

The Internicola Renewal Guide cleared up (sort of) something I was confused about.

The DonutNV 2024 FDD expired April 31, 2025 but some of their state registrations aren’t set to expire until May 15 (Rhode Island) or even July (Virginia).

According to the Guide:

Federal law pre-empts state law and this means that even if your state specific FDD registration is effective… you must nevertheless update your FDD and file for renewal within the registration states.

So, just because a franchise’s registration has expired, it’s not legal for them to offer franchises if their FDD has.

*  Note:  The franchise attorney/law firm quotes were quoted from public sources & were generic in nature.  None of their comments were specifically directed at or in response to our discussion of DonutNV or Franchise Fastlane.

Franchisors:  The franchisor, its employees and agents are invited to submit correction, clarifications, rebuttals or other opinions.  You may post in the comment section of any page or email us at UnhappyFranchisee[at]Gmail[dot]com

UnhappyFranchisee.com is not associated with this or other franchise company or seller.

Tags:  Franchise going dark, Franchise law, Franchise Registrations, Charles Internicola, Jason Power, Mike Drumm, DonutNV franchise, Franchise Fastlane, Alex Gingold, Amanda Gingold, Klehr Harrison, Joseph Ferris, attorney Joe Ferris, Franchise Sidekick, Franchoice, IFPG, Franserve, Franchise Brokers Association,