Connecticut’s New Excemption Process for Franchisors with a Federally Registered Trademark
On September 30, 2025, the State of Connecticut rolled out a significant procedural change that affects franchisors and other business opportunity sellers relying on the “trademark exclusion” under the Connecticut Business Opportunity Investment Act. The Connecticut Department of Banking’s Securities and Business Investments Division has announced the adoption of Form CT-BOIA-EX (Business Opportunity Exclusion Claim), designed to modernize and simplify how exclusion claims are filed and tracked.
For businesses expanding into Connecticut, this change marks more than a simple update to paperwork. It underscores the critical role trademarks play in determining whether a business opportunity is subject to state registration, and it shifts the process into a more accessible, online-focused framework. At the same time, it reminds franchisors that the burden of proof always lies with the seller—not the regulator.
This article explains what the new form requires, why it matters, and what franchisors and business opportunity sellers should do to prepare.
The Trademark Exclusion in Business Opportunity Law
Most states regulate the sale of business opportunities separately from franchises, though the two often overlap. In Connecticut, the Business Opportunity Investment Act (Chapter 672c, Connecticut General Statutes) requires registration unless an exemption or exclusion applies.
One of the most commonly used exclusions is found in Section 36b-61(2)(D), which applies when the business opportunity includes the licensing of a federally registered trademark or service mark. This exclusion is particularly relevant for franchisors, as the use of a federally registered mark is a hallmark of the franchise model.
Put simply:
- If you are offering a system where the purchaser pays a fee and receives a marketing program tied to a federally registered mark, you may not need to register as a “business opportunity” in Connecticut.
- Instead, you can file a trademark exclusion claim.
Until now, these filings were made directly with the Department via email and then posted online. But starting September 30, 2025, the process changes.
The New Filing Procedure: Form CT-BOIA-EX
The Connecticut Department of Banking has rolled out Form CT-BOIA-EX (Business Opportunity Exclusion Claim). Starting September 30, 2025, this will be the exclusive method for filing a trademark exclusion in the state.
Key Features of the New Form
Electronic Filing Options
- Filers can now submit the form directly by e-mail to the Department of Banking.
This shift removes the need for traditional mail and paper-heavy processes.
E-License System Confirmation
- Oncence submitted, exclusion claims will be posted in the State’s online e-license portal.
- Sellers and franchisors can confirm receipt by logging into the portal.
- The Department will no longer maintain a public exclusion list on its website.
Seller’s Burden of Proof
- The Department will not validate exclusionary claims.
- The responsibility rests on the seller to prove that the exclusion applies.
- This becomes critical if disputes arise over whether a business is properly excluded.
Accuracy and Compliance
- False or misleading statements are expressly prohibited under Section 36b-80 of the Act.
- Inaccurate filings could result in penalties, loss of exclusion status, or other regulatory consequences.
For franchisors and sellers, this new procedure means faster filings, but also greater responsibility. Staying compliant and ensuring accurate submissions will be essential moving forward.
Required Information on the Form
The new form requires sellers to certify and provide specific details, including:
Seller Identification
Name, address, and state of formation
Trademark Details
Federal registration numbers and identification of the word marks being relied upon
Ownership or Licensing Status
- Whether the seller is the holder of the mark(s).
- If not, whether an assignment has been recorded with the U.S. Patent and Trademark Office (USPTO).
- If not assigned, whether the holder has granted the seller a license to use and sublicense the marks.
Certification Statement
An authorized signatory must certify that the information provided is true, accurate, and complete.
The Department’s instructions make clear that supporting trademark documentation should be readily available and provided upon request.
Why This Matters for Franchisors
Connecticut’s new trademark exclusion procedure isn’t just an administrative shift, but for franchisors, this procedural change has both practical and legal implications
Streamlined Process, but Higher Accountability
- The new form is simpler to file.
- Accuracy rests entirely on the franchisor.
- A careless or incomplete filing could invite future challenges from regulators or franchisees.
Importance of Trademark Maintenance
Since the exclusion depends on federal trademark registration, franchisors must:
- Keep registrations current with the USPTO
- Track renewal deadlines carefully
- Record all assignments promptly if marks are transferred
Licensing Clarity
- Franchisors licensing marks from affiliates must ensure license agreements are properly executed.
- If sublicensing is allowed, agreements should expressly authorize franchisees to use the marks.
Legal Risk of False Statements
- This filing carries statutory liability under Section 36b-80.
- False or misleading information can result in enforcement actions, penalties, and loss of exclusion status.
For franchisors, the takeaway is clear: the process is easier, but the burden of compliance is heavier. Careful trademark management and precise filings are critical moving forward.
Practical Compliance Tips
To stay ahead of Connecticut’s new filing requirements, franchisors and business opportunity sellers should take these proactive steps:
Conduct a Trademark Audit
- Confirm that all marks used in Connecticut are federally registered.
- Verify ownership records and ensure assignments are recorded with the USPTO.
Review License Agreements
- Ensure agreements between holding companies, franchisors, and franchisees clearly permit sublicensing.
Update outdated agreements to reflect current corporate or operational structures.
Prepare Internal Filing Procedures
- Assign responsibility to your compliance team or outside counsel for preparing and submitting the new form.
- Maintain electronic records of filings and confirmations from the e-license portal.
Coordinate with Legal Counsel
- Engage experienced franchise attorney to review filings before submission
- This safeguards accuracy and mitigates the risk of inadvertent misstatements that could trigger liability.
By taking these steps now, franchisors can ensure a smooth transition into the new compliance regime and reduce exposure to regulatory risk.
Broader Lessons for Multi-State Franchisors
Connecticut’s rollout of Form CT-BOIA-EX reflects a wider movement among states to modernize franchise and business opportunity regulation. For franchisors operating in multiple jurisdictions, the changes highlight key lessons:
Expect More Digital Processes
Other states may shift filings to online portals, reducing paper submissions but adding new technical requirements.
Uniformity Is Unlikely
Exclusions and exemptions vary widely. A qualification in Connecticut has no effect on registration states like New York, Virginia, or Michigan.
Franchise vs. Business Opportunity Distinction
Not every business opportunity is a franchise, but the two often overlap. Understanding these differences is critical to avoiding costly compliance mistakes.
Compliance is Ongoing, Not One-Time
Filing once is not enough. Franchisors must maintain records, trademarks, and licensing agreements to ensure the exclusion continues to apply.
Connecticut’s adoption of Form CT-BOIA-EX marks a meaningful shift in how business opportunity sellers—particularly franchisors—must handle exclusion claims based on federally registered trademarks. The change simplifies the submission process, but it also underscores that the burden of proof rests squarely with the seller.
For franchisors, this is an opportunity to review and strengthen internal compliance practices. Keeping trademark registrations current, documenting licenses, and ensuring accuracy in filings are no longer just best practices—they are essential for maintaining lawful operations in Connecticut.
Need help preparing your Connecticut exclusion filing?
At Waldrop & Colvin, we help franchisors and business opportunity sellers navigate complex state regulations, from preparing exclusion filings to ensuring long-term compliance strategies. With Connecticut’s new filing procedure now in effect, franchisors should review their trademarks, licensing agreements, and filing protocols to ensure continued compliance.
ABOUT THE AUTHOR:
Christine Bontuyan is a lawyer in the Philippines based in Cebu City. She earned her Juris Doctor degree in 2020. Apart from handling civil and criminal cases in the Philippines, she also serves as a paralegal for reputable US law firms. She previously served as an elected public official in the Philippines from 2018 to 2023.
