Brazilian franchise disclosure documents: checking delivery and the statutory waiting period

Receiving a sales presentation is not the same as receiving the Circular de Oferta de Franquia (COF), Brazil’s franchise disclosure document. For anyone considering entering the Brazilian franchise market, this distinction matters: providing the COF is a legal requirement and must take place before certain commitments are made. Keeping track of documents, dates and versions helps prospective franchisees protect their review time and avoid a rushed decision.

1. Understand what starts the review period

Law No. 13,966/2019, Brazil’s Franchise Law, requires the franchisor to provide the COF in Portuguese, in a clear and accessible form, including the mandatory information set out in Article 2. This is the legislation currently in force, which repealed Law No. 8,955/1994.

Under Article 2, paragraph 1, the COF must be delivered at least 10 days before the franchise agreement or preliminary franchise agreement is signed, or any type of fee is paid to the franchisor or a company or person connected with it. Scheduling the signing for a later date is therefore not enough: payment must also respect this minimum period.

A specific rule applies to tendering or pre-qualification procedures conducted by a public body or entity: in these cases, the COF must be made available at the start of the selection process.

In private negotiations, the period does not begin simply because a meeting has taken place, a proposal has been sent or an application has been approved. The reference point is delivery of the COF. Ask a lawyer to confirm how the period is calculated and the earliest permissible date for these commitments, rather than scheduling a signing or payment at the deadline based on your own calculation.

2. Check that the material received is complete

Before acknowledging receipt without qualification, open the files and check that they are legible. Report any broken access links or missing pages immediately.

This initial check is not a substitute for legal review. Its purpose is to establish whether you have a usable set of documents, rather than merely a presentation labelled “COF”. Pay particular attention to:

• Identity and version: which franchisor issued the document, when it was prepared and which offer it relates to.
• Mandatory content: whether it contains the information required by law, such as the estimated investment, charges, obligations and contract term.
• Financial documents: the franchisor’s balance sheets and financial statements for the two most recent financial years.
• Contract documents: the standard agreement and, where applicable, the preliminary agreement, including the full text, annexes, terms and validity periods, as required by Article 2, item XVI.

Do not accept the explanation that you can only see the agreement on the day of signing. The purpose of advance disclosure requires prior access to the model agreement and its annexes.

If anything is missing, send a clear list of outstanding items and request the missing material. Do not assume that simply waiting 10 days resolves incomplete delivery; seek a legal assessment before proceeding.

3. Keep evidence of delivery and changes

Create a dedicated folder for the negotiations. Save the message accompanying the documents, the files received, confirmation of access and any subsequent clarifications. If the material is hosted on a portal, request a copy that you can save and consult during your review.

A simple tracking sheet can contain four fields: document, version, date received and outstanding issues. This helps distinguish what arrived initially from what was added later.

Read the acknowledgement of receipt as well. Confirming receipt is not the same as approving the deal. Pay close attention if the wording includes statements that your review is complete, that you agree to everything, or that you accept obligations beyond merely acknowledging receipt. Never confirm a date earlier than the actual delivery date.

When a new version arrives, keep the previous one and ask for the changes to be identified. Significant changes to the offer’s terms warrant a further review. The law does not set out a detailed procedure for every document update, so do not treat every reissued document as automatically restarting the period, or assume that substantial changes can be ignored. Refer the situation to your lawyer and adjust the timetable before making commitments.

4. Use the waiting period for a meaningful review

The 10 days are a statutory minimum, not an obligation to complete the purchase as soon as they have elapsed. Agree on a timetable that allows you to examine the documents, ask questions and receive written answers.

If you are asked to pay a “reservation fee”, “deposit” or “fee to secure your place”, request details of the recipient, purpose and terms. A commercial label should not be used to circumvent the statutory waiting period applicable to fee payments.

If you have already signed or paid before the period expired, gather the supporting records and seek legal advice. Non-compliance may provide grounds to seek to have the agreement set aside and payments refunded under the Franchise Law, but it should not be treated as automatic cancellation.

In practice: only proceed once you have checked the COF, documented its receipt, resolved outstanding issues and observed the statutory waiting period. Commercial urgency is no substitute for an informed review.