Seller Duties

Utah Code tit. 13, ch. 13-15, pt. 13-15-P2

in effect

Utah Code § 13-15-201 Required filings -- Fees -- Rulemaking.

13-15-201. Required filings -- Fees -- Rulemaking. (1) (a) Except as provided in Subsection (2), before a person may act as a seller in the state, the person shall obtain a proof of disclosure receipt from the division. (b) To obtain a proof of disclosure receipt from the division, a person shall: (i) file with the division a disclosure statement that complies with Section 13-15-202; (ii) provide any information the division requires by rule made in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act; and (iii) pay a filing fee as determined by the division in accordance with Section 63J-1-504. (c) A proof of disclosure receipt is valid for one year after the day on which the division issues the receipt. (d) To renew a proof of disclosure receipt, a seller shall comply with the provisions of Subsection (1)(b) at least 30 days before the day on which the seller's current proof of disclosure receipt expires. (2) (a) Before a person offers for sale or sells a franchise to be located in the state or to a resident of the state, the person shall obtain a proof of notice receipt from the division. (b) To obtain a proof of notice receipt from the division, a person shall: (i) file with the division, in a manner the division determines, a notice that states: (A) the franchisor is in substantial compliance with the requirements of the Federal Trade Commission rule found at Title 16, Chapter I, Subchapter d, Trade Regulation Rules, Part 436, Disclosure Requirements and Prohibitions Concerning Franchising; (B) the name of the applicant; (C) the name of the franchise; (D) the name under which the applicant intends to transact or transacts business, if different than the name of the franchise; (E) the address of the applicant's principal place of business; (F) the applicant's state-issued business entity number or other government-issued, publicly available identifying number; and (G) any information that the division requires by rule made in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act; and (ii) pay a filing fee the division sets in accordance with Section 63J-1-504. (c) A seller who does not qualify for a proof notice receipt under this Subsection (2) is subject to Subsection (1). (d) A proof of notice receipt is valid for one year after the day on which the division issues the receipt. (e) To renew a proof of notice receipt, a person offering for sale or selling a franchise to be located in the state or to a resident of the state, shall comply with the provisions of Subsection (2)(b) at least 30 days before the day on which the person's current proof of notice receipt expires. (3) The division shall deposit all fees collected under this section into the Commerce Service Account created in Section 13-1-2. (4) The division may make rules in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, to carry out the provisions of this section. (5) If information contained in a filing with the division becomes incorrect or incomplete, the filer shall update the information within 30 days after the day on which the information contained on the filing becomes incorrect or incomplete. (6) A proof of disclosure receipt or a proof of notice receipt does not constitute an approval or endorsement of the seller by the division or the state. (7) A seller may not: (a) represent the division or the state endorses or approves the seller; (b) omit from a filing with the division a material statement of fact required by this chapter or rule made by the division in accordance with this chapter; or (c) include in a filing with the division a material statement of fact that the seller or the seller's principal knew or should have known is false, deceptive, inaccurate, or misleading. Amended by Chapter 95, 2026 General Session

Utah Code § 13-15-202 Disclosure statements.

13-15-202. Disclosure statements. (1) An applicant for a proof of disclosure receipt under Subsection 13-15-201(1) shall include the following in a disclosure statement: (a) the name, address, and principal place of business of: (i) the applicant; and (ii) each parent, affiliate, or holding company of the applicant that is responsible for a statement that the applicant makes; (b) an individual statement from each of the following, detailing the person's business experience for the five-year period immediately before the day on which the applicant files the disclosure statement: (i) the applicant; (ii) each parent company of the applicant; (iii) each current director of the applicant; and (iv) each current executive officer of the applicant; (c) for each type of business opportunity the applicant offers to enter into or enters into as a seller: (i) an individual statement from each person described in Subsections (1)(b)(i) and (ii) detailing the length of time, during the five-year period immediately before the day on which the applicant files the disclosure statement, the person has: (A) operated a business of the type the purchaser would operate under the business opportunity; and (B) offered to sell or lease that type of business opportunity; (ii) each trademark, trade name, service mark, advertisement, or other commercial symbol that identifies a product, equipment, a supply, or a service that the applicant sells or leases under the business opportunity; (iii) a complete statement of: (A) the total amount that a purchaser pays to obtain or commence the operation of the business under the business opportunity; (B) if all or part of a fee or deposit described in Subsection (1)(c)(iii)(A) is refundable, the conditions under which the fee or deposit is refundable; (C) the product, equipment, supply, or service the applicant provides or performs for a purchaser under the business opportunity; and (D) each oral, written, visual, or other representation that the applicant makes to a prospective purchaser about specific levels of potential sales, income, or gross and net profits under the business opportunity; (iv) a complete description of: (A) the type and length of training the applicant promises to a prospective purchaser, if any; (B) each service the applicant promises to perform in connection with the placement of equipment, a product, or a supply at a location from which the equipment, product, or supply will be sold or used; and (C) each agreement the applicant makes with an owner or manager of a location where a purchaser's equipment, product, or supply is placed; and (v) a complete copy of each contract to which a purchaser under the business opportunity would be party; (d) the total number of business opportunities the applicant has entered into as a seller in each state; (e) the total number of business opportunities that the applicant has canceled within the 12 months before the day on which the applicant files the disclosure statement; (f) the total number of business opportunities, to which the applicant is a party, for which a purchaser has requested a refund or cancellation within the 12 months before the day on which the applicant files the disclosure statement; (g) a statement that discloses each person identified in Subsection (1)(a) who: (i) has been convicted of a felony or misdemeanor or pleaded no contest to a felony or misdemeanor charge, if the felony or misdemeanor involved fraud, embezzlement, fraudulent conversion, or misappropriation of property; (ii) has been held liable or consented to the entry of a stipulated judgment in an administrative or civil action based upon: (A) fraud, embezzlement, fraudulent conversion, misappropriation of property; (B) the use of untrue or misleading representations; or (C) the use of any unfair, unlawful, or deceptive business practice; or (iii) is subject to an injunction or restrictive order relating to business activity as the result of a government agency action; (h) a financial statement from the applicant that is: (i) less than 13 months old; and (ii) signed by an officer, director, trustee, or general or limited partner of the applicant, under a declaration that certifies that to the signatory's knowledge and belief the information in the financial statement is true and accurate; and (i) a cover sheet that: (i) is attached to the front or appears at the beginning of the disclosure statement; and (ii) conspicuously states in at least 12-point upper- and lower-case boldface type: (A) the name of the applicant; (B) the date on which the applicant files the disclosure; (C) the following notice: "INFORMATION FOR PURCHASE OF A BUSINESS OPPORTUNITY: To protect you, the State of Utah has required your seller to give you this disclosure statement. The State of Utah has not verified the accuracy of the information in the disclosure statement."; and (D) if the applicant makes a representation described in Subsection (1)(c)(iii)(D) or 13-15-102(1)(a)(ii)(D) the following notice: "CAUTION The number of purchasers who have earned through this business opportunity an amount in excess of the amount the purchaser pays for the business opportunity is at least _____ which represents at least _____% of the total number of purchasers of this business opportunity." (2) The disclosure statement described in Subsection (1) may not include material or information other than the material and information required under Subsection (1). Renumbered and Amended by Chapter 243, 2022 General Session

Utah Code § 13-15-203 Disclosure statement furnished to purchaser -- Additional nondeceptive information permitted.

13-15-203. Disclosure statement furnished to purchaser -- Additional nondeceptive information permitted. (1) A seller shall provide the disclosure statement described under Section 13-15-202 to a prospective purchaser at least 10 business days before the day on which the earlier of the following occurs: (a) the prospective purchaser executes an agreement imposing a binding legal obligation on the prospective purchaser in connection with the seller's sale or proposed sale of a business opportunity; or (b) the prospective purchaser makes a payment or provides consideration in connection with the seller's sale or proposed sale of a product or business opportunity. (2) A seller may provide a prospective purchaser nondeceptive information apart from the disclosure statement described in Section 13-15-202, if the information does not contradict the information required in the disclosure statement. Renumbered and Amended by Chapter 243, 2022 General Session

Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title13/Chapter15/13-15-P2.html?v=C13-15-P2_2022050420220504Fetched: 10/26/2026