Launching a Franchise in Belgium: Organising the Independent Advice Stage

If you want to expand an existing Belgian business through franchising, explaining your business concept is only part of the task. You also need to give prospective franchisees the opportunity to have it independently assessed. A well-organised advice stage helps identify misunderstandings about investment, obligations and support early on. This lays the foundations for a franchise network in which both parties understand what they are committing to, without you becoming the prospective franchisee’s adviser.

1. Make independent advice a standard step in the process

Explicitly schedule an advice stage between providing information and any signing of the agreement. This is not a sales meeting aimed at overcoming final objections, but an opportunity for the prospective franchisee to examine your proposal with their own experts.

Explain from the first substantive discussion that you encourage independent legal and financial advice. The prospective franchisee chooses their own solicitor or lawyer and accountant, and agrees the scope of their work and fees directly with them. Your own advisers protect your interests; they are no substitute for that independent assessment.

Make the division of responsibilities clear:

• The prospective franchisee’s lawyer reviews the agreement, obligations and legal risks.
• The prospective franchisee’s accountant examines the financial plan, funding requirements and implications of results falling short of expectations.
• You, as the future franchisor, provide information, explain the franchise concept and answer questions about your proposal.

The prospective franchisee may also need specialist advice, for example on a commercial lease. Do not base this solely on your standard process: existing commercial premises, a business acquisition or a new fit-out may raise different questions.

Present this advice stage as good practice, not as a legal requirement to engage particular professionals.

2. Give advisers a coherent set of documents to review

A lawyer will struggle to assess what the prospective franchisee must do if essential obligations are scattered across separate presentations, messages and appendices. Equally, an accountant cannot work with costs that are only mentioned in conversation.

Prepare a single overview of the documents relevant to the assessment. These should include the draft franchise agreement, the pre-contractual information document, known in Belgium as the PID, the relevant appendices, and a clear breakdown of investment requirements and recurring costs. Also include any available evidence supporting the financial assumptions, noting its limitations.

Make clear which information comes from your existing business and which relates to a franchise outlet that has yet to open. Your business’s historical results do not automatically represent the results the prospective franchisee can expect.

Include a document list with version dates and explicitly identify any missing items. Do not leave advisers to guess whether an amount is a quotation, an estimate or a contractually agreed fee.

Agree with the prospective franchisee how their advisers will access confidential documents. Have appropriate confidentiality arrangements legally reviewed, without making a proper independent assessment impossible.

3. Respect Belgium’s pre-contractual framework

The advice stage sits alongside the statutory duty to provide information; it does not replace it. In Belgium, Articles X.26 to X.33 of the Code of Economic Law (known by its Dutch abbreviation, WER) govern pre-contractual information for commercial cooperation agreements. The statutory definition appears in Article I.11, 2° of the Code. Franchise agreements that meet the conditions for its application fall within this framework.

The prospective franchisee must receive the draft agreement and the PID at least one month before entering into the agreement. The PID contains important contractual provisions and socio-economic information. The documents must be supplied on a durable, accessible medium and drafted in clear, understandable language.

During the statutory period, as a rule, no commitments may be entered into and no fees, payments or security deposits may be requested or paid. The law provides exceptions, including for confidentiality arrangements and certain obligations under existing agreements.

An appointment with an accountant does not shorten this period. Nor does a declaration that the prospective franchisee has ‘received sufficient advice’ remedy inadequate disclosure. Also ask your legal adviser to check whether changes made after the advice stage require revised documents and a fresh statutory period.

4. Answer questions without taking over the assessment

Use a query log to record each question, the answer, the person responsible and any resulting document changes, organised by topic. Direct financial questions to the appropriate team member and legal questions to your legal adviser.

Distinguish between an explanation and a commitment. For example, ‘We help with the opening’ is not precise enough if the prospective franchisee takes it to mean that someone will be there every day. Clarify what is actually being offered and ensure that relevant commitments are accurately reflected in the contractual documents.

Conclude the stage with a summary of answered questions, outstanding issues and revised documents. Do not request a blanket waiver of rights. Let the prospective franchisee decide with their advisers whether any remaining uncertainties are acceptable. Sometimes postponing or deciding not to proceed is the wisest outcome.

Practical conclusion: make independent advice a standard part of the process before signing. A complete set of documents, clear answers and scope to consult their own experts give your franchise network a more carefully considered start.