Changing Franchise Standards in Belarus: The Approval Process

In a company-owned business, the owner can quickly replace equipment or change service procedures. Once a franchise has been sold, such decisions affect an independent business owner: their budget, staff and obligations. It is therefore worth establishing a procedure for updating standards before recruiting the first franchisee. Clear rules for making changes help franchise networks develop their shared business model without unexpected costs or disputes over authority.

1. Separate operational updates from contractual changes

Start by listing what may change after a franchised outlet opens. This usually includes the product range, service processes, software, equipment, premises design and reporting templates. Then identify which documents govern each item and who has the authority to approve a new version.

In Belarus, franchising is specifically regulated by Chapter 53 of the Civil Code, ‘Comprehensive Business Licence (Franchising)’. There is no separate franchising law, but this does not mean there are no specific requirements. The agreement must be in writing and registered with the National Centre of Intellectual Property (NCIP). Amendments and additions to the agreement must also be registered.

Updating an instruction and amending an agreement therefore cannot automatically be treated as the same action. Revising the order of cleaning tasks and introducing a new mandatory fee are legally different. An instruction placed in a shared folder does not, in itself, replace the proper formalities for changing contractual obligations.

When preparing your franchise documentation, it is useful to distinguish three categories:

• Editorial changes: correcting typos, clarifying examples and updating contact details without changing obligations.
• Operational changes: introducing a new sequence of tasks or reporting template within requirements already agreed.
• Contractual changes: revising fees, the scope of rights granted or other agreed terms.

This is a management classification, not a statutory procedure. A lawyer should assess borderline cases by reference to the substance of the agreement, not the file name.

2. Define the limits of the franchisor’s authority in advance

A clause stating that ‘the franchisee must comply with all future standards’ may seem convenient, but it does not settle the question of how far changes may go. Nor does it explain who pays for refitting or how much time the franchisee is given. Do not assume that such wording allows unrestricted changes to any aspect of the business relationship.

When drafting the agreement, discuss a specific update mechanism with a lawyer. Ideally, it should define:

• which documents contain mandatory standards and how their current versions are identified;
• which updates the rights holder may introduce under the procedure set out in the agreement;
• which changes require separate agreement between the parties;
• how notice is given and receipt confirmed;
• how the transition period is set and objections considered;
• who bears the costs and how exceptions are agreed.

Do not set the same deadline for every situation. Updating a reporting template is easier than replacing a point-of-sale system or reconfiguring a work area. The timetable should allow for purchasing, delivery, setup and training, rather than simply suiting the head office team.

Make separate provision for urgent action where a safety risk is identified or compliance with mandatory legal requirements is necessary. Contractual procedures must not obstruct compliance with the law. Equally, urgency must not become a blanket justification for every commercial decision.

3. Prepare a change summary before implementation

Even a useful update may prove unworkable for a franchisee. For example, new equipment may save time in a large company-owned outlet but not fit into a small franchised one. Before announcing a mandatory rollout, assess the consequences for different business formats.

Use a brief change summary. This is a recommended internal tool, not a mandatory government form. Include:

1. Reason: the specific problem that needs to be solved.
2. Details: what is changing compared with the current version.
3. Processes affected: purchasing, staff activities, service delivery and record-keeping.
4. Costs: equipment, setup, consumables, training and potential downtime.
5. Testing: where the solution has been tested and what limitations were found.
6. Transition: implementation stages, the people responsible and the completion criteria.

Assess more than the purchase price. A free software update may require data migration and several working shifts devoted to training. If the financial benefit has not yet been substantiated, describe it as an assumption rather than a promised gain.

Before making a final decision, invite franchisees to flag obstacles such as existing supplier contracts, technical limitations or stocks of materials. This discussion does not mean handing over control of the brand. It helps identify costs that the owner of a company-operated outlet may have overlooked.

4. Document the transition and retain a version history

Once approval has been obtained, prepare a single package containing the notice, the revised document, a list of changes and the transition plan. If the agreement needs to be amended, complete the formalities and arrange the necessary registration with the NCIP. A message in a work chat is no substitute for these steps.

Give each standard a version number and an effective date. Keep previous versions in an archive, but clearly mark them as no longer current. Otherwise, a franchisee and an auditor may use different documents, each believing their copy to be up to date.

Distinguish confirmation of receipt from confirmation of implementation. The former shows that the document has been delivered; the latter shows that equipment has been installed, settings changed or staff are following the new procedure. Specify clear evidence of completion, such as a sign-off document, report or agreed checklist.

Practical takeaway: before selling a franchise, establish an update procedure and test it against one real change in your business. If it is unclear who approves the decision, pays for the transition and confirms implementation, the mechanism is not yet ready for a franchise network.