Franchising in Belarus: How to Agree an Opening Timeline

A promise that “you’ll be open in a month” offers little comfort if the refurbishment is complete but the equipment is still in transit. When buying a franchise in Belarus, it is important to agree not just an opening date, but also the sequence of actions required from both parties. Joining a franchise network means working together, but responsibility for the costs of delays should not be left to verbal agreements. Here is how to turn a promised launch date into a contractual plan you can monitor.

1. Separate the agreement’s term from the launch deadline

In Belarus, franchising is specifically regulated by Chapter 53 of the Civil Code, “Comprehensive Business Licence (Franchising)”. There is no standalone franchising law, but that does not mean there are no specific rules. Article 910 provides for a package of licensed rights to be granted for a fee, either for a fixed term or without a specified term.

The term of the contractual relationship and the deadline for opening an outlet are different things. The former determines how long the parties will work together; the latter determines when the business must start serving customers. If the agreement runs for a fixed period, preparations for launch may eat into the operating time the franchisee assumed when assessing the investment.

Before signing, distinguish between four events:

• signing the agreement;
• registering it;
• both parties being ready for launch;
• the outlet actually opening.

Under Article 910-1 of the Civil Code, the agreement must be in writing and registered with the patent authority, the National Centre of Intellectual Property. Registration needs to be taken into account before contractual obligations begin to be performed, including payment of fees. Do not draw up a timetable on the assumption that signing automatically authorises use of the brand.

Agree which event starts the clock for each deadline. Wording such as “opening within the specified period” is inadequate if it is unclear whether that period begins on signing, registration or delivery of the necessary materials. Also check how the preparation phase affects the remaining period during which you can operate the franchise.

2. Draw up a timetable with obligations for both parties

A single final deadline does not reveal who has delayed the project. Instead, you need a launch schedule attached to the agreement, setting out each stage, the responsible party, the deadline, the deliverable and any dependencies on earlier actions. This is a tool for managing the launch, not simply a wish list.

For example, the franchisee supplies the initial information needed to design the outlet, the franchisor reviews it, and the franchisee then orders the equipment. If approval is delayed, the next task should not automatically be treated as overdue through the franchisee’s fault.

For each stage, specify:

• A measurable deliverable. Rather than “launch support”, specify delivery of a particular document, approval of an equipment list or completion of the agreed training.
• A response deadline. State how much time is allowed for reviewing materials and providing comments.
• A revision procedure. Define how shortcomings are to be addressed and when a further review begins.
• Evidence of completion. Identify the document or agreed communication channel that will be used to record the outcome.

Take particular care when describing the final readiness check. If the outlet can open only with the franchisor’s approval, agree the approval criteria in advance. Otherwise, a fully prepared outlet could stand idle because of a requirement that was not in the original plan.

Do not assume that silence automatically means permission to launch. If the parties wish to use such a mechanism, it must be expressly agreed and reviewed by a lawyer, taking account of the mandatory requirements applicable to the particular business.

3. Allocate the costs of delays

The most difficult question is not how many days the launch is delayed, but who pays while the business cannot trade. Rent, premises running costs and staff payments may all arise before the first sale. A delay may be caused by the franchisee, the franchisor, a contractor or several factors at once.

Draw up a separate risk table. For each scenario, specify the cause, the evidence required, the notification procedure and the financial consequences. Examples include the franchisor delivering the agreed design late, the franchisee failing to supply initial information on time, or a supplier missing an equipment delivery deadline.

Do not assume that every delay automatically releases you from payment obligations. If the parties want to postpone the start of recurring charges, defer payments or reimburse documented expenses, this must be set out in the agreement. These terms are negotiable, not an automatic entitlement for franchisees.

It is worth discussing the following arrangements:

• moving dependent deadlines when an earlier stage is delayed;
• adjusting the payment schedule for an agreed period during which the business cannot trade;
• establishing a procedure for submitting and verifying additional expenses;
• setting a maximum waiting period and specifying what each party must do once it expires.

Check the other side of the arrangement too: what happens if you cause the launch delay? The terms should make it possible to establish the cause of the delay, rather than placing all risks on the franchisee regardless of the franchisor’s conduct.

4. Set out the procedure for changing the date

Even a well-designed timetable sometimes needs to change. Decide in advance who is authorised to agree a postponement, how notice must be given and which documents must substantiate the reason. A manager’s message saying “we’ll open later” should not replace the proper formalities for amending the agreement.

In Belarus, amendments and additions to a franchise agreement must also be registered. When changing contractual deadlines, you therefore need to assess whether a corresponding amendment agreement must be drawn up and registered. If only the working schedule within an already agreed period is changing, its status depends on the wording of the agreement: it is best to settle this point in advance.

Before signing, run a simple test: imagine that one key stage is delayed and trace the consequences through the documents. Is it clear who reports the problem, which dates move, what happens to payments and who decides whether the outlet is ready? If you have to fill in the gaps yourself, the launch plan has not yet been fully agreed.

Practical takeaway: buy a franchise with a clear launch process, not merely a promise of a quick opening. The timetable, readiness criteria and rules on who pays during delays should all be agreed before you take on financial commitments.