Franchising your business in Belgium: put your model through an independent review

A prospective franchisee who asks an accountant and a lawyer to review your franchise proposal is not slowing your growth: they are helping to build a stronger partnership. If you want to franchise an existing business in Belgium, your model must also make sense to someone who does not work alongside you every day. Arrange an independent review from the prospective franchisee’s perspective. This builds trust within your franchise network and exposes weaknesses before any agreements are signed.

1. Make independent review part of your approach

In your own business, you know the background to every investment, working arrangement and expense. A prospective franchisee does not share that history. What seems obvious to you may look like an unclear obligation or a risk that is difficult to assess to an outsider.

Explain early in your initial discussions that you expect prospective franchisees to appoint their own advisers. An accountant can examine how the financial figures fit together; a lawyer can assess the rights, obligations and allocation of risk. The prospective franchisee’s advisers do not replace your own legal and financial support.

Let prospective franchisees choose their own advisers. You can explain what experience would be useful, such as knowledge of Belgian commercial cooperation agreements. However, avoid presenting your regular adviser as an independent reviewer for both parties at once.

Also establish how questions will be submitted and who will answer them. A single point of contact prevents a prospective franchisee from receiving different explanations from you, your accountant and your sales team. Agree on a realistic response time without putting pressure on the final decision.

2. Make your information verifiable, not just persuasive

A sound review requires more than a presentation about your success. Prospective franchisees need to be able to check the basis of your explanations. Prepare a well-organised review pack containing documents that address their advisers’ questions.

Consider including:

• a document list, with dates and version numbers;
• a breakdown of one-off, recurring and usage-based costs;
• an explanation of tasks you carry out yourself but for which a franchisee may need staff;
• a clear distinction between existing results, assumptions and elements that have not yet been tested;
• an overview of what the franchisor provides and what the franchisee must arrange themselves.

For example, your own outlet may operate from premises you already own, while the prospective franchisee may need to rent. Allow their accountant to identify and account for that difference, rather than presenting your existing cost structure as the natural starting point.

Do not share all your business information indiscriminately. Remove personal data that is unnecessary for the review and protect confidential information appropriately. The aim is to allow sufficient scrutiny, not to provide unrestricted access to your records.

3. Keep the review within the Belgian legal framework

Belgium has specific rules on pre-contractual information for commercial cooperation agreements. These are set out in Book X, Title 2, Articles X.26 to X.33 of the Belgian Code of Economic Law (known by its Dutch abbreviation, WER) and also apply to franchise agreements that fall within the statutory definition.

Under Article X.27, the prospective franchisee must receive the draft agreement and a separate pre-contractual information document, commonly known as the PID, at least one month before entering into the agreement. These must be provided in writing or on an accessible, durable medium. A review pack or a meeting with an accountant does not replace these statutory documents.

During the statutory waiting period, the general rule is that no commitments may be entered into and no fees, sums of money or guarantees may be requested or paid. There are statutory exceptions, including for confidentiality arrangements. Have any such arrangements checked by a lawyer; do not use them to secure a reservation or financial commitment indirectly.

Nor does a statement confirming that a prospective franchisee has sought advice replace your duty to provide information. The law also requires documents to be clear and understandable. If advisers repeatedly interpret the same passage differently, that is a signal to clarify the wording, rather than simply offer verbal reassurance.

4. Use questions as a final practical test

Keep a question log recording each question, the answer, the person responsible and any implications for your documents. Distinguish between clarifying a fact and changing the proposed partnership arrangements.

For example, if an accountant asks who pays to replace certain equipment, check that your agreement, cost breakdown and explanatory material all give the same answer. An email response is not enough if the agreement suggests something different.

Have changes to important contractual provisions reviewed before confirming a signing date. A change may affect the pre-contractual information and the statutory waiting period. Do not treat those implications as an administrative formality.

Conclude the review with a summary of the questions answered and any remaining uncertainties. Not every risk needs to have been eliminated, but both parties must understand which risks remain. A prospective franchisee who then decides not to proceed may also be preventing a future mismatch.

Practical takeaway: before your first franchise discussion, prepare a review pack that allows your information to be checked, along with a question log. Give independent advisers room to ask follow-up questions and incorporate substantive answers into the appropriate documents.