Franchising in Belarus: agreeing the scale of your business

You expect to open one coffee shop, but the draft agreement requires you to develop several outlets. Or your financial model includes delivery, while the permitted format is limited to on-site service. When buying a franchise in Belarus, it is best to resolve these discrepancies before committing: you need to agree not just on the brand, but on the precise scope of your rights to use it. Here is how to turn your plans into clear contractual terms.

What the scope of franchise use means

In Belarus, franchising is specifically regulated by Chapter 53 of the Civil Code. The legal term for the agreement is a ‘comprehensive business licence agreement (franchising)’. Under it, the franchisee pays for a package of licensed rights to use in business, rather than receiving unrestricted permission to conduct any business under the chosen brand.

Article 910 of the Civil Code provides for the use of this package within a defined scope, including minimum and maximum levels of use, in a specified field of business activity. Defining the scale of operations is therefore not a minor detail in a sales presentation. It helps establish exactly what the buyer is allowed to do and what is expected of them.

The agreement must be made in writing and registered with the National Centre of Intellectual Property. The registration procedure is governed, among other provisions, by Resolution No. 346 of the Council of Ministers of the Republic of Belarus, dated 21 March 2009. When preparing the transaction, check the current versions of the relevant rules and the requirements for documenting amendments.

It is important to distinguish between three things: the right to operate in a particular format, the limits of permitted use, and the obligation to achieve an agreed scale of operations. Permission to open several outlets should not, in itself, become an obligation to open them all. This distinction should be expressly reflected in the agreement.

Describe the business you are actually buying

Before discussing legal wording, draw up a short list of your planned activities. This will help you compare the seller’s offer, your financial model and the agreement. Do not stop at labels such as ‘café’ or ‘shop’: the parties may have different operating models in mind.

Assign each item one of three statuses: permitted from the outset, subject to separate approval, or outside the scope of the franchise being purchased. Check:

• the number of outlets you may open under the agreement;
• the type of outlet: full premises, a mall kiosk, a collection point or a mobile unit;
• on-site service, takeaway sales and delivery;
• orders placed through your own website and third-party platforms;
• sales to corporate customers;
• production of goods, or only the sale of finished products;
• temporary outlets and participation in off-site events.

For example, someone buying a bakery franchise may plan to supply offices. However, an agreement designed solely for retail sales to visiting customers does not provide sufficient clarity about this channel. Before including corporate orders in your payback calculations, agree in writing whether the package of rights you are buying allows them.

Ask the franchisor to explain each restriction. Some may relate to production processes or quality control; others may reflect a different model of cooperation. Your aim is not necessarily to remove every restriction, but to make sure the permitted business matches your plans and budget.

Separate minimum obligations from development plans

Pay particular attention to terms such as ‘minimum level of use’, ‘development plan’, ‘mandatory number of outlets’ and ‘targets’. These can describe very different obligations across different documents. A forward-looking plan in a presentation should not quietly become an unconditional contractual commitment.

If the agreement sets a minimum level of use, establish how it is measured. This could be the number of operating outlets or another agreed measure. The wording should allow both parties to identify the result, the assessment period and the supporting documents in the same way.

Before signing, ask four questions:

1. What exactly must the franchisee do, and what remains optional?
2. What event triggers the start of the period for assessing compliance?
3. How are temporary closures, refurbishment or an agreed change of format taken into account?
4. What happens if the agreed minimum is not achieved?

Do not confuse the extent to which rights are used with demand forecasts. Promised revenue, order volumes and the number of outlets opened are different measures. If the franchisor proposes a binding commercial target, assess separately which factors are within your control.

Ask for a procedure to review the agreed scale if circumstances change. This is a matter for negotiation, not a legally guaranteed release from your obligations. It is useful to agree in advance on the grounds for requesting a review, the supporting documents required and the franchisor’s response deadline.

Agree the expansion process before buying

Even if you initially plan to open just one outlet, it is worth understanding how you can add a second or introduce a new sales channel. Otherwise, a successful launch may lead to fresh negotiations with no clear terms or timetable.

Propose that the agreement or a schedule specifies who reviews expansion applications, what information is required and how long a decision will take. Clarify separately whether expansion will require an additional fee, a new agreement or an amendment to the existing one. Do not assume that the initial fee automatically covers every future scale of operation.

Also check that the documents are consistent. If the agreement permits delivery but the mandatory operating manual prohibits it, resolve the contradiction before signing. Record which schedules and supporting documents apply, and how any discrepancies between them will be resolved. A manager’s verbal assurance is not a reliable basis for planning.

Where expansion changes the contractual terms, consult a lawyer about documenting and registering the amendments. Approval of a new outlet in correspondence should not automatically be treated as a substitute for the necessary formalities.

Practical takeaway: before buying, prepare a one-page description of the permitted business: formats, sales channels, number of outlets, mandatory minimum requirements and the expansion procedure. Check it against the agreement. Commit only to a scale of franchise operations that you understand, can finance and are genuinely ready to deliver.