Background
On April 16, 2025, Saskatchewan’s Lieutenant Governor approved The Franchise Disclosure Regulations (the Regulations). The Regulations accompany The Franchise Disclosure Act (the Act), which received royal assent on May 8, 2024. As we previously reported, the Act made Saskatchewan the seventh Canadian province to enact its own provincial franchise legislation, joining Ontario, Alberta, British Columbia, Manitoba, New Brunswick, and Prince Edward Island (collectively, the Regulated Provinces). The Act and the Regulations have not yet come into force in Saskatchewan. They are expected to be implemented concurrently through an Order in Council in late 2025 or early 2026. The Saskatchewan Ministry of Justice and Attorney General is accepting comments on the Regulations until June 15, 2025.
As expected, the Regulations are substantially similar to the franchise regulations of the six other Regulated Provinces. The Regulations are most reflective of Canada’s second most recent iteration of provincial franchise disclosure regulations in Canada, namely British Columbia’s Franchises Regulation, BC Reg 238/2016 (the BC Regulation), as well as Ontario’s General, O Reg 581/00 (the Ontario Regulation). However, there are some differences in the proposed Saskatchewan legislation that are worth noting.
Notable Differences
The Regulations contain the following notable differences:
1. No Definition of “Officer” or “Earnings Projection”
The Regulations do not define “officer.” While this differs from the BC Regulations, it is consistent with Ontario, Alberta, Manitoba, New Brunswick, and Prince Edward Island which also do not include a definition of officer in their regulations.
In addition, the Regulations do not define “earnings projection.” This stands in contrast to the BC Regulations, which define an earnings projection as:
“information given by or on behalf of the franchisor, directly or indirectly, from which a specific level or range of actual or potential sales, costs, income, revenue or profits from franchises or businesses of the franchisor or of the franchisor’s affiliate of the same type as the franchise being offered can easily be ascertained…”
The franchise regulations of Alberta, Manitoba, New Brunswick, and Prince Edward Island also include a similar definition of an earnings projection. It’s unclear why Saskatchewan opted to exclude this definition from the Regulations, although this approach aligns with the Ontario Regulations. Despite excluding the definition of an earnings projection, Saskatchewan’s disclosure requirements relating to earnings projections are the same as those in the BC Regulations.
2. Cooperatives
The Regulations include a section addressing cooperatives, making Saskatchewan only the second province to incorporate this into their franchise legislation, following Ontario. The language regarding cooperatives is essentially the same in both provinces and serves to exclude organizations operated on a cooperative basis (as defined by the Regulations) from the Act’s application.
3. Proximity
Unlike the BC Regulations, the Saskatchewan Regulations require that a franchise disclosure document include a description of the franchisor’s policies and practices, if any, on the proximity between an existing franchise and:
(a) another franchise of the franchisor or franchisor’s associate of the same type as the existing franchise;
(b) another distributor using the trademark, trade name, logo or advertising or other commercial symbol that is owned by or licensed to the franchisor or franchisor’s associate;
(c) a franchise owned or operated by the franchisor that distributes similar products or services under a different trademark, trade name or logo;
(d) a franchise granted by the franchisor that distributes similar products or services under a different trademark, trade name or logo.
Although the BC Regulations do not include this section, similar provisions are included in the regulations of Ontario, New Brunswick, and Manitoba. Notably, Saskatchewan has chosen to adopt certain language from the proximity sections of these three provinces to produce language that is narrower in scope. For instance, subsection (a) of the Ontario Regulations requires a description of the franchisor’s policy on the proximity between an existing franchise and “another franchise.” In contrast, subsection (a) of the Saskatchewan Regulations specifies that it is only the proximity between an existing franchise and another franchise of the same type owned by the franchisor or franchisor’s associate.
An additional example of the narrower scope is contained in subsection (c) of the Saskatchewan Regulations. In New Brunswick, subsection (c) of the Disclosure Document Regulation, NB Reg 2010-92 requires a description of the franchisor’s policies and practices on the proximity between an existing franchise and:
“a business operated by the franchisor, franchisor’s associate or affiliate of the franchisor that distributes similar goods or services to those distributed by the existing franchise under a different trade-mark, trade name, logo or advertising or other commercial symbol…”
In contrast to New Brunswick’s broad use of “business,” the Saskatchewan Regulations specify “franchise” in subsection (c) and do not include a reference to franchisor’s associates or affiliates, limiting the wording instead to just “franchisor.”
4. Risk Warnings
Unfortunately, the approach taken by Saskatchewan was to wordsmith many aspects of the Regulations, which takes away from precise consistency with the existing franchise regulations in other jurisdictions. Of note, the standard risk warnings have slightly different language from the other jurisdictions which will necessitate them being stated separately from the other provinces’ risk warnings.
Notable Absence
In drafting the Regulations, Saskatchewan choose not to consult widely and as a result, the Regulations have missed the opportunity to include more progressive items, such as explicitly permitting the use of US financial statements (as adopted in Ontario) or adding an exemption from providing a franchise disclosure document to a sophisticated investor/franchisee. It is expected that the Canadian Franchise Association and perhaps other industry groups and legal organizations will provide their input and suggested changes to the Saskatchewan government. However, there is no indication as to how willing the Saskatchewan government will be to incorporate any recommendations.
Looking Ahead
Based on our discussions with regulators in Saskatchewan, we expect the Act and the Regulations to be implemented simultaneously through an Order in Council in late 2025 or early 2026. Given that the Regulations closely mirror the legislation in other Regulated Provinces, we anticipate a level of uniformity and predictability for franchisors across Canada. If Saskatchewan adopts a similar approach to the other Regulated Provinces, franchisors should receive adequate lead time to comply with the Act before it comes into force.
We will continue to monitor all developments related to the Act and the Regulations and keep you updated accordingly. Franchisors currently operating in Saskatchewan should consult with their legal advisors to stay informed about important timelines and updates regarding these legislative changes.