Hawaii franchise filing errors: seller names and financial statements

Submit the right package for the actual seller

Hawaii’s Department of Commerce and Consumer Affairs (DCCA) directs franchise filings to the Securities Online Portal. Its tips call for the required materials together under the relevant initial, renewal or amendment category, with the associated fee.

If a U.S. subsidiary will sell the franchises, its application, Franchise Disclosure Document (FDD), agreements, seller information, costs and source-of-funds material must describe that arrangement. A parent’s accounts or name do not establish a commitment to fund the subsidiary’s promises.

For example, Form B showing parent-company costs and accountant consent referring to a different statement set need correction against the actual seller, obligations, funding company and accounting periods. Any proposed parent guarantee must name the right parties and statements.

Sources: Hawaii Department of Commerce and Consumer Affairs: Attention franchise filers Hawaii Department of Commerce and Consumer Affairs: Documents, items 1–7

Check consents and overseas signatures

The tips call for Form C to be notarized by a U.S. notary. They also call for signed, dated accountant consent from a qualified certified public accounting (CPA) firm, referring to the correct statements and relevant guarantor statements where applicable.

Confirm the currently accepted notarization process before arranging signatures abroad; an ordinary signature is not necessarily equivalent.

Sources: Hawaii Department of Commerce and Consumer Affairs: Attention franchise filers Hawaii Department of Commerce and Consumer Affairs: Documents, items 1–7

The 120-day position does not settle offer timing

DCCA currently links Interpretive Order 2023-1, dated April 19, 2023. It describes the underlying 90-day financial-statement requirement and says the Commissioner will take no action to require 90-day currency if the statements are current within 120 days of the registration application. It remains effective until amended or rescinded by another interpretive order or rule. This is the stated no-action position, not a claim that every financial-statement condition has been removed.

The agency’s fee table lists $250 each for franchise initial filing, amendment and renewal. Those fees and the statement-age position do not establish when a covered offer may begin or what buyer delivery requires.

Sources: Hawaii Department of Commerce and Consumer Affairs: Attention franchise filers Hawaii Department of Commerce and Consumer Affairs: Documents, items 1–7 Hawaii Commissioner of Securities: Interpretive Opinion/No Action Position and continuation clause Hawaii Department of Commerce and Consumer Affairs: Investment Co. Securities and Franchise table