Schedules to franchise agreements in Argentina: how to organise them

When franchising an existing business, a well-drafted agreement is not enough: the accompanying documents also need to be organised. An unlabelled floor plan, an outdated inventory or a contradictory commercial proposal can cause disagreements from the moment the business opens. Managing the schedules helps turn promises into verifiable commitments and build clear relationships across the franchise network.

1. Understand the purpose of schedules

In Argentina, franchise agreements are governed by the national Civil and Commercial Code, enacted under Law 26,994 and in force since 1 August 2015. The specific provisions on franchising appear in Articles 1512 to 1524.

Article 1512 defines franchising in terms of the use of a proven system, technical know-how and ongoing support in return for consideration. Article 1514 sets out the franchisor’s obligations, which include sharing that know-how, supplying an operations manual and providing economic and financial information before the agreement is entered into.

The Code does not prescribe a universal list of schedules. Their purpose is to specify how the obligations in each relationship will be put into practice, without replacing or attempting to override legal requirements.

For example, the agreement may require the franchisor to supply initial equipment. A schedule can specify which items are included, their specifications, who will supply them and how receipt will be recorded. This prevents a broad phrase such as “equipped premises” from giving rise to conflicting interpretations.

2. Create an index based on what you actually offer

Review your proposal and separate general clauses from details that need to be set out in their own documents. Do not attach documents simply out of habit: each one should answer a specific question.

Depending on the business model, useful schedules may include:

• Initial inventory: items included, quantities, specifications and delivery terms.
• Premises details: the address and a reference floor plan or sketch, where appropriate.
• Opening support: agreed tasks, the parties responsible and any prerequisites for carrying them out.
• Technology tools: software included, licences, authorised users and services contracted separately.
• Operational documentation: identification of the manual supplied, its version and any applicable supporting documents.
• Handover record: confirmation of receipt of goods, access credentials and documentation, with space to record outstanding items.

Distinguish between documents that establish commitments and those that subsequently record their fulfilment. An agreed inventory describes what must be supplied; a handover record documents what was actually received. Confusing the two can conceal missing items.

Also distinguish between binding requirements and illustrative material. Ambiguity should not turn a photograph showing an interior design concept into a promise to supply every object pictured.

3. Resolve inconsistencies before signing

Compare the agreement and its schedules with the quotations, presentations and communications sent to the prospective franchisee. This review should involve the people who sell the franchise, organise the opening and prepare the legal documentation.

Pay particular attention to differences concerning included items, work to be carried out by each party and the conditions that must be met before trading can begin. If the proposal says technology installation is included but the schedule makes it the franchisee’s responsibility, resolve that discrepancy explicitly before entering into the agreement.

Prepare an internal table with four columns: commitment, document in which it appears, responsible party and outstanding correction. There is no need to turn this into another schedule; it is a tool for checking that the documents are consistent as a whole.

Seek legal advice on establishing rules for interpreting the documents and, where appropriate, determining their order of precedence. A precedence clause is no substitute for correcting known inconsistencies, nor does it permit either party to disregard legal obligations or significant commitments made during negotiations.

4. Identify versions and control changes

Each schedule should have an unambiguous title, date, version number and reference to the relevant agreement. Avoid names such as “new final version”, which become meaningless when several copies are in circulation.

Before signing, prepare a definitive list of documents and check that both parties receive the same set. Keep evidence of delivery and acceptance using a procedure appropriate to the format used and reviewed by a professional.

After signing, distinguish between an operational update and a contractual amendment. Changing a technical instruction is not the same as adding a chargeable service or transferring a financial obligation. Do not use an update to a schedule to impose changes unilaterally where agreement is required.

Archive earlier versions and record what has changed, when it takes effect and which agreements it applies to. This makes it easier to answer queries without relying on the team’s memory.

Putting this into practice: before offering your first franchise, review the agreement, schedules and commercial proposal together. If a promised item or service lacks a defined scope, a responsible party or an identifiable document setting it out, clarify it before signing.