Franchise Acquisition Lawyer in Georgia

By Alex Lubyansky Managing Partner Last updated October 24, 2026

Acquisition Stars advises buyers and sellers on franchise acquisition lawyer matters across Georgia.

Serving 2 markets across Georgia.

Franchise Acquisition Lawyer Practice in Georgia

Acquisition Stars advises buyers and sellers on franchise acquisition lawyer matters across Georgia. Alex Lubyansky leads every engagement, and has been M&A counsel since 2013 across transactions of varying complexity, from lower-middle-market deals to multi-party structures.

Georgia Transaction Considerations

Georgia's 2011 constitutional amendment and Restrictive Covenants Act dramatically changed non-compete enforceability, making pre-2011 Georgia case law unreliable for assessing existing covenants in target companies
Georgia's transferable film and entertainment tax credits can represent significant value in acquisitions of qualifying businesses
The state's port system (Port of Savannah) creates opportunities and regulatory considerations for acquisitions of logistics and import/export businesses

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Franchise Acquisition Lawyer Service Areas in Georgia

Acquisition Stars represents clients in each of the following markets. Click any city to learn about franchise acquisition law services in that area.

Atlanta

Atlanta Franchise Acquisition Lawyer

Savannah

Savannah Franchise Acquisition Lawyer

Georgia Legal Framework for Franchise Acquisition Law

Non-Compete Agreements

The seller's covenant and the franchisor's in-term and post-term covenants must both fit what the state will enforce.

Enforceable under 2011 statutory framework. Blue-pencil available.

Enforceable under the Georgia Restrictive Covenants Act (O.C.G.A. Section 13-8-50 et seq.), enacted in 2011 via constitutional amendment. The Act overturned decades of hostile case law and now permits blue-penciling. Covenants must be reasonable in time, geography, and scope. Non-competes in connection with the sale of a business are given broader latitude than employment-based covenants.

Tax Considerations

Sales tax on transferred equipment and inventory, plus successor liability, shape the resale price allocation.

According to the Georgia Department of Economic Development, the corporate income tax rate is 4.99% for 2026. The state uses single-factor sales apportionment. Confirm the applicable tax year, sourcing and treatment of the proposed acquisition with a tax adviser.

Filing Requirements

Franchise registration and relationship laws add a franchisor consent step and disclosure timing to the standard entity filings.

Entity mergers and conversions are filed with the Georgia Secretary of State, Corporations Division. Annual registrations are required. Professional license transfers require separate filings with the relevant Georgia licensing board.

Bulk Sales / Asset Purchases

If the transaction transfers assets, check whether creditor-notice or tax-clearance rules in the state affect the closing date.

Georgia has repealed UCC Article 6 (Bulk Sales). Buyers should obtain a tax clearance certificate from the Georgia Department of Revenue before closing asset purchases, as successor liability for the seller's unpaid withholding and sales taxes can attach.

The federal framework for a franchise resale

Buying an existing franchised location is not the same transaction as buying an independent business. The buyer is stepping into a relationship the franchisor controls, so the purchase depends on the franchisor's consent to the transfer, not only on agreement between the buyer and the seller. The franchise agreement, not the purchase agreement, usually sets the conditions the transfer has to satisfy.
Whether the buyer has a federal right to current disclosure depends on the franchisor's role and any exemption. Where the franchisor signs the incoming owner to its current agreement with significant involvement, the rule can reach the transaction; where the buyer only takes assignment and the franchisor merely consents, it may not. The remaining term, and whether renewal survives the transfer, changes what the buyer pays for.
Franchisors commonly charge a transfer fee and require a general release from the seller as conditions of consent, protecting the franchisor from claims tied to the outgoing owner's tenure. A buyer's counsel reviews the transfer conditions in the franchise agreement early, because a franchisor's refusal to consent, or a demand the seller cannot meet, can stall or kill a deal that both sides have already priced.

Advance disclosure depends on the deal shape

For a franchise sale that is not exempt, the FTC Franchise Rule requires furnishing the current disclosure document at least 14 calendar days before the franchisee signs a binding agreement with, or makes any payment to, the franchisor or an affiliate, under 16 CFR 436.2(a). A payment to the selling franchisee, or a signed purchase agreement with the seller, does not by itself start that period. Two definitions can exclude a resale: a transfer by an existing franchisee is not a sale where the franchisor had no significant involvement with the buyer, and approval or disapproval alone is not significant involvement, under 16 CFR 436.1(t); a franchisee selling only its own outlet is not a franchise seller, under 16 CFR 436.1(j). Exemptions in 16 CFR 436.8 can also apply. Confirm which path applies before assuming a federal 14-day review right.

Sources: 16 CFR 436.2(a), 16 CFR 436.1(t), 16 CFR 436.1(j), 16 CFR 436.5, 16 CFR 436.8

Diligence focus for a franchise resale

Remaining term on the franchise agreement and renewal eligibility
Franchisor's consent conditions and any transfer fee
Training requirements the incoming owner must complete before opening
Scope of the general release the franchisor is requiring
Whether the current form of agreement differs from the seller's

Other M&A and Securities Services in Georgia

Acquisition Stars handles M&A transactions for Georgia clients and works with securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

Business Acquisition Lawyer in Georgia SBA Acquisition Attorney in Georgia Purchase Agreement Attorney in Georgia Due Diligence Attorney in Georgia LOI Attorney in Georgia

Ready to Discuss Your Georgia Deal?

Alex Lubyansky leads every franchise acquisition law engagement, with an associate supporting the work.

M&A counsel since 2013. Nationwide practice. LOI through closing.

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We review every transaction inquiry within one business day.