Your brand: preparing it for franchising in Argentina

A brand familiar to customers is not necessarily ready for a franchise network. Before authorising third parties to use it, you need to establish what rights you hold and how far they extend. The aim is not simply to secure a registration: it is to ensure that the brand identity you offer can be used throughout the contractual relationship, without relying on informal permissions or rights belonging to others.

1. Check who can authorise its use

In Argentina, franchise agreements are governed by Articles 1512 to 1524 of the national Civil and Commercial Code. Article 1512 provides that the franchisor must either exclusively own the intellectual property rights that make up the system or have the right to use them and grant their use to the franchisee under the terms of the agreement.

This means checking the chain of authorisations. The fact that a name appears on shopfronts, invoices or social media does not, on its own, demonstrate that the company offering franchises can grant permission to use it.

Identify the following situations before proceeding:

• Trade mark owned by the founder: the franchising company needs a sufficient legal basis to use it and authorise third parties to do so.
• Jointly owned trade mark: check what authority is needed to grant licences and enter into commitments.
• Trade mark used under licence: check that the permission includes the right to authorise franchisees to use it, with an appropriate scope and duration.
• Corporate changes or transfers: verify that the documents and registration records accurately reflect ownership.

The central question is simple: can the party signing as franchisor grant all the rights it promises? If the answer depends on a verbal agreement, an essential issue remains unresolved.

2. Review what the protection actually covers

Argentina’s Law No. 22,362 on Trade Marks and Trade Names governs trade mark protection in the country. Ownership of a trade mark and the exclusive right to use it are obtained through registration with the National Institute of Industrial Property, known as INPI. A pending application is not equivalent to a granted registration.

Prepare an inventory of the signs the franchisee will use: the name, logo and any other relevant identifiers. For each, record the owner, application or registration number, status, protected goods or services, and any dates requiring follow-up.

It is not enough to say that ‘the trade mark is registered’. You need to compare its coverage with the business activities you intend to replicate. For example, a business combining product sales with services should check whether the available protection covers both uses. Trade mark classification requires careful analysis: it cannot be settled simply by choosing a class whose description resembles the business name.

It is also worth distinguishing between different assets. A company name, internet domain and social media account are no substitute for trade mark registration. They may form part of the business identity, but each requires its own documentation and management.

If you identify a pending application, an opposition or insufficient coverage, assess the implications with a professional adviser before committing to openings or investment in signage.

3. Turn the rights into a precise authorisation

The agreement must connect the available rights with the uses each franchisee needs. Avoid a blanket authorisation to use ‘all current and future trade marks’ without identifying which actually form part of the system.

Define, at a minimum:

• Authorised signs: the names and graphic versions that may be used.
• Permitted uses: shopfronts, packaging, uniforms, advertising and digital channels, as applicable.
• Scope: the premises, business activities and contractual conditions covered.
• Restrictions: a prohibition on altering the signs or registering them in the franchisee’s own name without authorisation.
• Additional permissions: the procedure for approving uses not already covered.

If the rights derive from a third-party licence, compare the two agreements. Do not promise the franchisee broader or longer-lasting permission than you have received.

The legal authorisation should be accompanied by approved artwork files and clear guidelines for their use. This prevents individual outlets from recreating the logo or commissioning different versions. Visual consistency requires both sufficient rights and usable materials.

4. Organise trade mark maintenance and protection

Preparing the trade mark does not end when the agreement is signed. Assign responsibility for monitoring expiry dates, renewals and any required declarations of use. Keep organised evidence of the signs’ actual use as well.

Establish a channel through which franchisees can report imitations, third-party claims or unauthorised use. Article 1514 of the Civil and Commercial Code includes defending and protecting the rights covered by the franchise among the franchisor’s obligations; Article 1515 provides for the franchisee’s cooperation in relation to infringements of which it becomes aware.

When a report comes in, preserve screenshots, dates and supporting documents, and seek a legal assessment before responding publicly or sending formal demands. An improvised response can complicate the network’s shared legal defence.

Next steps: prepare a file covering ownership, scope of protection, authorisations and a maintenance calendar. Do not offer the use of the trade mark until you can demonstrate that the available rights support what your agreement promises.