Franchising · New franchisors
Financial Statements for Start-Up Franchisors
The audit phase-in and state registration, planned before your first FDD.

New franchisors

Financial statements for new franchisors: the audit phase-in and state registration

Greywood CPA prepares and audits the financial statements new franchisors need for their first Franchise Disclosure Document. We are a licensed CPA firm (Virginia Board of Accountancy firm license #134961) working nationwide, at a fixed fee.

The FTC Franchise Rule lets start-up franchisors phase in audited financial statements: an unaudited opening balance sheet in the first year of selling franchises, an audited balance sheet in the second year, and the full set of audited statements after that. Several franchise registration states don't accept the phase-in or add conditions, so the plan depends on where you will sell.

Last reviewed: November 2026

The FTC phase-in for start-up franchisors

Year selling franchisesWhat Item 21 can include
First partial or full fiscal yearAn unaudited opening balance sheet
Second fiscal yearAn audited balance sheet as of the end of the first year
Third fiscal year and afterAll required financial statements, audited

The FDD must also disclose clearly if the franchisor has not yet been in business for three years.

Why registration states change the plan

About a dozen states require franchisors to register their FDD before offering franchises there, and some others require a filing. Several registration states don't allow the phase-in and expect audited statements from the start, and examiners often look closely at a new franchisor's capitalization. If your net worth is low, a state may require you to defer initial franchise fees until the franchisee opens, escrow them, or post a surety bond. A stronger opening balance sheet can avoid those conditions.

Getting an audited opening balance sheet

Many new franchisors choose to audit the opening balance sheet anyway, so they can register in every state from day one. An opening balance sheet audit is a small engagement: it covers the franchisor entity's cash, capitalization and any liabilities at a single date.

Set up the franchisor entity right

  • A separate franchisor entity, not the company that runs your original locations
  • Capitalized with enough cash to satisfy registration examiners
  • Its own bank account and books from day one
  • Written agreements for any services or IP licensed from your operating company

How the engagement works

  1. Scoping callDay 1

    A 30-minute call about your organization, who needs the report and your deadline.

  2. Fixed-fee proposalWithin 1–3 business days

    Scope, report type, timeline and one fixed fee, in writing.

  3. One request listWeek 1

    Everything we need, uploaded through a secure portal.

  4. Fieldwork and draftSet in your proposal

    Remote testing, then a draft for your review.

  5. Signed reportOn or before the agreed date

    A CPA partner signs, and we walk you or your board through the results.

Why new franchisors choose Greywood CPA

  • Fixed fee, agreed first. No hourly billing and no surprise invoices.
  • Senior people on your file. Every engagement is led by a senior professional and signed off by a CPA partner. Meet the team.
  • Licensed and registered. Virginia Board of Accountancy firm license #134961, AICPA member, with out-of-state registrations where required. See our credentials.

Related

Start-up franchisor FAQs

Does a new franchisor need audited financial statements right away?

Under the FTC Franchise Rule, start-up franchisors can phase in audits: an unaudited opening balance sheet in the first year, an audited balance sheet in the second, and full audited statements after that. Several registration states don't allow the phase-in.

What is an opening balance sheet audit?

An audit of the franchisor entity's balance sheet at a single date, usually right after it is formed and capitalized. It lets a new franchisor register in states that don't accept the phase-in.

Why would a state require fee deferral or escrow?

When examiners believe a franchisor is undercapitalized, they can require initial franchise fees to be deferred until the franchisee opens, held in escrow, or secured with a bond.

Should the franchisor be a separate company?

Usually yes. A separate franchisor entity keeps the audited statements simple and separates franchise obligations from your operating locations.

How do your fees work?

We quote one fixed fee in writing before any work starts. Opening balance sheet audits are a small, quick engagement.

Launching your franchise?

Tell us where you plan to sell. A senior CPA will send a fixed-fee proposal within 1–3 business days.