Buying a Franchise in Belarus: How to Verify the Transfer of Know-How

When buying a franchise, an entrepreneur expects more than a trading name: they also expect the knowledge needed to run the business. In franchising, the quality of this knowledge transfer determines how confidently a new partner can get started. Before signing the agreement, it is therefore important to establish what materials you will receive, who will teach you how to use them and how the franchisor’s fulfilment of its obligations will be documented.

1. Distinguish mandatory information transfer from promises of support

Belarus has no standalone franchising law, but this does not mean there are no specific rules. The Civil Code governs the comprehensive business licence agreement — the legal form used to grant a franchise. Under Article 910, the licensed package includes the right to use the rights holder’s trade name, the intellectual property specified in the agreement and undisclosed information in the franchisee’s business activities.

Article 910-3 of the Civil Code is particularly important for buyers: the rights holder must supply technical and commercial documentation, provide other information needed to use the licensed package, and instruct the franchisee and its employees. The parties cannot simply agree to exclude these obligations.

However, the law does not draw up your training programme or list of files for you. Wording such as ‘access to a knowledge base will be provided’ leaves questions about the content, timing and usability of the materials unanswered. The aim of negotiations is to turn a general obligation into a verifiable result.

Under Article 910-1, the agreement must be in writing and registered with the patent authority — the National Centre of Intellectual Property. Without registration, the agreement is invalid. Handing over a folder of instructions does not replace registration, while registration alone does not demonstrate the practical value of those instructions.

2. Check the content before paying

The franchisor is entitled to protect confidential knowledge: demanding every detailed technical procedure before signing the agreement may be unreasonable. However, confidentiality should not prevent you from assessing what you will receive.

Suggest a preliminary review subject to a confidentiality undertaking. Ask for the manual’s contents page, a list of documents, their latest update dates and a demonstration of selected sections without disclosing sensitive details. Buyers should understand what they are paying for, even if full access comes later.

Check whether the materials cover the practical tasks involved in running your outlet:

• preparing the premises and workstations;
• purchasing, receiving and storing goods;
• carrying out core operations and quality control;
• recruiting, training and replacing staff;
• handling complaints and unusual situations;
• tracking performance indicators and preparing reports.

Also establish what has been adapted for Belarus. A foreign chain’s manual may refer to unavailable software, a supplier that does not operate locally or another country’s requirements. Ask for written agreement on who will resolve these inconsistencies and pay for the adaptations.

A useful test is to work through a typical operation using the sample materials. If you cannot identify the sequence of steps, the person responsible and the quality standard, an attractively presented manual is not enough. Equally, the mere existence of detailed instructions does not prove that all the information they contain legally qualifies as know-how.

3. Draw up a schedule of deliverables and deadlines

Instead of a promise of ‘full launch support’, propose a schedule to the agreement covering documentation and training. For each obligation, specify the deliverable, deadline, delivery method and document confirming completion.

For the operations manual, for example, record its title, the sections it will contain, its language and how it will be accessed. For training, specify the syllabus, number of participants, duration, practical exercises and arrangements for refresher instruction. For opening support, state whether it will be remote or on site, name the specialist responsible and list the tasks to be covered.

Do not overlook costs. Clarify whether training and support are included in the initial fee, who pays the trainer’s travel and accommodation expenses, and how much training for replacement staff will cost. Budget separately for these start-up costs unless the agreement includes them in the package you are already paying for.

Agree on the sequence: registration of the agreement, provision of materials, training, readiness checks and opening. If you want to link instalments to specific milestones, state this expressly. Withholding a contractual payment on your own initiative because you are dissatisfied with support is risky: a lawyer should assess the grounds and consequences.

4. Accept materials based on their content, not the number of files

Before signing an acceptance certificate, check that the documents open, user accounts work and the materials actually supplied match the agreed list. Make sure the relevant employees have completed the training, not just the business owner.

A practical assessment can involve carrying out core operations in a training setting. For example, an employee processes an order and handles a complaint using the instructions provided, while the trainer records any mistakes. This is a suggested acceptance method, not a mandatory government procedure.

If there are shortcomings, list them in writing: a missing section, access that does not work or a training session that has not taken place. Agree on deadlines for correction and reassessment. Do not sign an unconditional confirmation of full performance if a substantial part of what was promised has not been delivered.

For the longer term, establish procedures for updating materials, notifying you of changes and giving new employees access. At the same time, introduce internal confidentiality rules: individual user accounts, restrictions on copying and withdrawal of access for departing employees. The franchisee must not disclose the rights holder’s undisclosed information; this is a corresponding obligation on the franchisee’s part.

Practical takeaway: before buying a franchise, prepare three lists — what will be handed over, what training will cover and how fulfilment of the obligations will be checked. Agreed schedules and a careful acceptance process provide a more reliable basis for cooperation than a promise of ‘support at every stage’.