Published 14 August 2026 · Updated 29 September 2026 · By Jatin Dua, Broker of Record, RE/MAX Quantum Realty
You can sell a franchise restaurant in Ontario, but the franchisor sits in the middle of the deal. Your franchise agreement almost certainly requires the franchisor’s consent to a transfer, with an approval process, buyer training and fees. Under the Wishart Act, a franchisee-to-franchisee resale generally does not trigger franchisor disclosure — if the franchisor stays passive.
Can I sell my franchise restaurant at all?
Yes — but not the way you would sell an independent restaurant, because you do not fully control what you are selling. A franchised location is really two bundles of value: the business itself — equipment, leaseholds, staff, trade — and the right to operate under the franchisor’s brand and system. The second bundle exists only under your franchise agreement, and franchise agreements typically require the franchisor’s consent before that right moves to anyone else.
So a franchise resale is a three-party negotiation from the start: you, your buyer, and a franchisor whose approval process, training requirements and fees are already written into a contract you signed years ago. The sellers who do this well are the ones who reread that contract before going to market, not after an offer lands.
Does the franchisor have to give my buyer a disclosure document?
Generally not on a true resale — and this is where Ontario’s franchise legislation matters to your deal. The Arthur Wishart Act (Franchise Disclosure), 2000 normally requires a franchisor to give a prospective franchisee a disclosure document before they sign or pay. But on a resale by an existing franchisee, the Act provides an exemption: disclosure is not required where the grant of the franchise is not effected by or through the franchisor.
In plain terms: when you sell your restaurant to your own buyer and the franchisor’s role stays limited, the law treats it as your transaction, not the franchisor’s, and the franchisor does not owe your buyer a disclosure document. That keeps a resale simpler and faster than a new franchise grant.
What can the franchisor do without triggering disclosure?
Under the Wishart Act, two things in particular do not, on their own, make a grant “effected by or through” the franchisor. The franchisor may exercise a right, on reasonable grounds, to approve or disapprove the transfer. And a transfer fee may be payable — where the fee is provided for in the franchise agreement or is limited to the franchisor’s reasonable actual costs. The Act expressly contemplates both while leaving the resale exemption intact.
That is why a typical franchise resale can involve a real approval process — the buyer’s application, interviews, financial review, mandatory training — and a fee, without the deal becoming a disclosure event. Those steps are the franchisor exercising rights your agreement gave it, not the franchisor selling a franchise.
What is your home actually worth today?
I will give you a real number based on comparable sales on your street — not an automated estimate. No obligation, and I will tell you plainly if now is the wrong time to sell.
Get my home valuation Call or text 833-330-1925
Jatin Dua, Broker of Record — RE/MAX Quantum Realty Inc., Brokerage. Not intended to solicit buyers or sellers currently under contract with another brokerage.
When does the exemption fall apart?
When the franchisor stops being passive. Courts read the Wishart Act’s exemptions narrowly, and franchise-law commentary — McMillan’s analysis of the resale exemption is a good example — warns that active franchisor involvement in the sale can revive full disclosure obligations. The example that comes up repeatedly: requiring the buyer to sign a new franchise agreement rather than taking an assignment of yours has been treated by courts as a sign the grant was effected through the franchisor.
Why should you, the seller, care about the franchisor’s legal exposure? Timing and certainty. If the way the transfer is structured turns your resale into a disclosure event, the franchisor has documents to deliver and statutory consequences to think about, and your closing can slow down or wobble while the lawyers sort it out. A seller who understands where the line sits can — through their lawyer — push for a structure that keeps the deal clean.
What does the transfer process actually look like?
Systems vary, but a franchise restaurant resale in Ontario tends to move through a recognizable sequence. Treat this as a planning map, with your own agreement supplying the specifics.
| Step | What happens | Watch for |
|---|---|---|
| 1. Reread the franchise agreement | You and your lawyer map the transfer provisions: consent, fees, training, conditions | Do this before listing — it shapes price, timing and who can realistically buy |
| 2. Find and qualify the buyer | Confidential marketing; buyer signs an NDA and shows financial capability | Qualify against the franchisor’s likely standards, not just yours |
| 3. Notify the franchisor and seek consent | The transfer request goes in per the agreement; the buyer applies to the system | Consent rights are typically exercisable on reasonable grounds — expect real scrutiny |
| 4. Buyer approval and training | The buyer completes the franchisor’s approval process and required training | Training schedules can drive your closing date — build them into the timeline |
| 5. Fees and documents | Transfer fees are paid per the agreement; assignment documents are settled | An assignment of your agreement and a demand for a brand-new one are legally different animals — your lawyer should flag which is on the table |
| 6. Close | The business, the premises lease and the franchise rights move together | Landlord consent and any licence transfers run in parallel — sequence them early |
How is pricing different for a franchise resale?
The discipline is the same as any restaurant — a real valuation, not hearsay — but the buyer pool and the deal mechanics differ. Your buyer must be someone the franchisor will approve and train, which narrows the field, and the transfer fee and any conditions in the agreement are real costs the deal has to absorb somewhere. None of that means a franchise sells poorly; an established location in a strong system is exactly what many buyers want. It means the numbers should be built with the agreement open on the table.
How I help
Commercial and business sales — including restaurants — are part of my practice, alongside residential work across the GTA. On a franchise resale I run the confidential marketing and the negotiation, and I keep the three-party choreography — you, the buyer, the franchisor — moving on one timeline. Your lawyer and accountant handle the legal and tax execution, including everything that touches the franchise agreement and the Wishart Act.
The takeaway
A franchise restaurant is sellable, but the franchisor is a gatekeeper: consent, approval, training and fees per your agreement. Under the Wishart Act, a resale generally does not trigger franchisor disclosure so long as the grant is not effected by or through the franchisor — and courts police that line narrowly. Reread your agreement first, get your lawyer involved early, and structure the transfer so it stays clean.
Thinking about selling your restaurant?
Franchised or independent, the starting point is the same: a confidential, no-obligation conversation about what you have and how a sale would run. Send me a note and I will give you a straight read. No pitch, no obligation.
[email protected] · 833-330-1925 · Book a confidential consultation
Confidential. Reviewed personally and answered within 24 hours. I never share, sell or distribute your information.
Free tool — AI restaurant value estimator
Restaurant valuation
What is your restaurant
actually worth?
Restaurants don’t sell on revenue — they sell on what the owner takes home, multiplied by how easy the business is to hand over. Your lease and your rent do more damage or more good than anything on the menu. This weighs all of it in about two minutes.
Reading comparable restaurant sales…
Indicative business value
—
$0$0
Most likely sale price $0 · Implied multiple 0×
Where I’d list it
$0
Comparable restaurants sell for about 85% of asking. Price to that, not to hope.
How the number is built
Your owner earnings, multiplied by what buyers pay for a business like yours — then adjusted line by line.
What the market pays
Benchmarks from completed restaurant sales.
What a buyer will ask for
- Three years of financials — statements and tax returns, not just POS reports.
- The lease, with the assignment clause and every option in writing.
- Proof of your add-backs. Lenders reject the ones you cannot document, and that is the single biggest reason deals reprice.
- Equipment list showing what is owned outright and what is leased or financed.
- Licences — AGCO, food premises, patio, and whether each one transfers.
- WSIB, HST and payroll accounts in good standing.
Want the number a buyer
would actually sign?
Send me three years of financials and your lease and I will price it properly — normalised earnings, real comparables, a defensible asking price and a confidential marketing plan that never tips off your staff or your landlord.
Frequently asked questions
Do I need my franchisor’s permission to sell my franchise restaurant?
Almost certainly — franchise agreements typically require the franchisor’s consent to a transfer, along with an approval process for the buyer, training requirements and fees set out in the agreement. Read your agreement with your lawyer before you list to see exactly what your system requires.
Does the franchisor have to give my buyer a disclosure document on a resale?
Generally not. Under the Arthur Wishart Act (Franchise Disclosure), 2000, disclosure is not required where the grant is not effected by or through the franchisor. Courts read the exemption narrowly, though, and active franchisor involvement in the sale can revive full disclosure obligations.
Can the franchisor charge a transfer fee when I sell?
Yes, without triggering disclosure — the Wishart Act contemplates a transfer fee that is provided for in the franchise agreement or limited to the franchisor’s reasonable actual costs, alongside a right to approve or disapprove the transfer on reasonable grounds.
What if the franchisor makes my buyer sign a brand-new franchise agreement?
That is a structure your lawyer should look at closely. Courts have treated a franchisor requiring a new franchise agreement, rather than an assignment of the existing one, as active involvement that can take the deal outside the resale exemption and revive disclosure obligations — which can add risk and delay to your closing.
What is your home actually worth today?
I will give you a real number based on comparable sales on your street — not an automated estimate. No obligation, and I will tell you plainly if now is the wrong time to sell.
Get my home valuation Call or text 833-330-1925
Jatin Dua, Broker of Record — RE/MAX Quantum Realty Inc., Brokerage. Not intended to solicit buyers or sellers currently under contract with another brokerage.
Sources
- Arthur Wishart Act (Franchise Disclosure), 2000, S.O. 2000, c. 3 (e-Laws). The disclosure requirement, the resale exemption for grants not effected by or through the franchisor, and the provisions on approval rights and transfer fees. Accessed 13 August 2026.
- McMillan LLP — The Franchise Resale Disclosure Exemption: Franchisors Wing It at Their Own Peril. Commentary on how narrowly courts read the exemption and the franchisor conduct that can revive disclosure obligations. Accessed 13 August 2026.
Related reading
- How to sell a restaurant in Ontario — the complete guide
- Asset sale vs share sale when selling a restaurant in Ontario
- Your lease can make or break your restaurant sale: assignment in Ontario
About the author — Jatin Dua
Jatin Dua is the Broker of Record at RE/MAX Quantum Realty in Etobicoke, Toronto. Commercial and business sales — including restaurants — are part of his practice, alongside residential work across the GTA. Content on this page is checked against primary sources — the AGCO, ontario.ca and the CRA — before publishing.
Reach him at [email protected] or 833-330-1925.