What Item 23 Contains
Item 23 is a receipt page that you sign to acknowledge receiving the FDD. The franchisor keeps one copy and you keep the other. This creates a legal record of disclosure timing.
Receipt Page Elements
- Date received: The date you received the FDD, which starts the 14-day waiting period.
- Your signature: Confirms your receipt of the document and identifies you as the prospective franchisee.
- Franchisor contact information: Who to contact with questions or to return the receipt.
- Two copies: One for you to keep, one for the franchisor's records.
Why Item 23 Matters for Franchise Buyers
The receipt page may seem like a formality, but it establishes critical legal protections for you as a prospective franchisee.
Legal Protection
The receipt proves when you received the FDD, which may be important if disclosure timing becomes disputed.
Cooling-Off Period
The 14-day waiting period gives you time to review documents, consult advisors, and make an informed decision.
Franchisor Compliance
Proper receipt documentation shows the franchisor follows FTC disclosure rules—a sign of professionalism.
No Obligation
Signing the receipt creates no obligation. You can still walk away at any time before signing the franchise agreement.
Key Insight
The 14-day waiting period is a minimum, not a deadline. Take as much time as you need to thoroughly review the FDD and complete your due diligence. Good franchisors encourage this.
What to Look For in Item 23
Accurate Date
Ensure the receipt date matches when you actually received the FDD. Do not backdate or allow pre-dating.
Two Copies Provided
You should receive two copies of the receipt—one to sign and return, one to keep for your records.
Complete FDD Received
Verify you received all 23 items plus exhibits before signing. Incomplete disclosure is a violation.
Franchise-Specific Information
If you were provided state-specific amendments or individual financial information, confirm these were included.
Red Flags in Item 23
Pressure to Sign Immediately
Any pressure to sign agreements before the 14-day period ends violates FTC rules and suggests bad faith.
Pre-Dated Receipts
Receipts dated before you actually received the FDD are fraudulent and should be refused.
Missing Receipt Copy
Failing to provide you with a copy of the receipt suggests disorganization or intent to obscure the timeline.
Requests for Money Before 14 Days
Any request for deposits or fees before the waiting period ends is an FTC violation.
Questions to Ask the Franchisor
- 1.When is the earliest date I can sign the franchise agreement after receiving the FDD?
- 2.Is there a deadline by which I must make a decision, or can I take additional time?
- 3.Will I receive any updated information or amendments if I wait longer than 14 days?
- 4.Who should I contact if I have questions about the FDD during my review period?
- 5.Are there any state-specific disclosures or amendments I should have received?
Frequently Asked Questions
What is FDD Item 23?
Item 23 is the receipt page that confirms you received the Franchise Disclosure Document. It creates a legal record of when you received the FDD, which is important for the mandatory 14-day waiting period before signing any agreements.
What is the 14-day waiting period?
FTC rules require franchisors to provide the FDD at least 14 calendar days before you sign any binding agreement or pay any money. This gives you time to review the document and conduct due diligence.
What if the franchisor asks me to sign early?
Never sign anything or pay any money before the 14-day period expires. A franchisor pressuring you to skip this waiting period is violating federal law and should be considered a major red flag.
Should I keep a copy of the signed receipt?
Yes. Always keep a signed copy for your records. This documents when you received the FDD and starts the 14-day clock. It may be important if any disputes arise about proper disclosure timing.
Does signing the receipt obligate me to anything?
No. Signing the receipt only confirms you received the FDD. It does not obligate you to purchase the franchise or sign any agreements. You remain free to walk away at any time.