Buying a Franchise in Colombia: Assessing the Manuals

A recognised brand is not enough to replicate a business. Before buying a franchise in Colombia, check whether its manuals turn the franchisor’s experience into usable instructions. Across a franchise network, these documents help maintain standards without constant calls to head office. Your review should focus on their usefulness, not their page count.

1. Check that there is a method, not just a presentation

Colombia’s Ministry of Justice explains that business knowledge, also known as know-how, must be transferred to the franchisee, for example through training and manuals. A product catalogue or sales presentation is therefore no substitute for the documentation needed to run the business.

Ask for an inventory of the available manuals, including their last update date, version and access format. Not every brand needs the same documents: a service franchise will have different procedures from a restaurant. What matters is that they cover the essential activities of the business format you intend to buy.

For each key process, look for specific answers:

• Who carries out the task, and who checks the result?
• What materials, information or tools are needed?
• What are the steps, and how can an error be identified?
• What must be recorded, and when should help be requested?

A text that tells staff to “ensure excellent customer service” expresses an intention. A procedure explaining how to receive, record and escalate a complaint provides a method. That distinction helps you assess what knowledge you are actually acquiring.

2. Put the instructions to a practical reading test

Before signing, suggest reviewing a representative sample in a supervised session. The franchisor can protect its trade secrets and restrict copying; you can ask for enough evidence to assess what you will receive without demanding unrestricted access to all confidential information.

Choose one routine operation and one problem scenario. For example, review how an order is received and what happens if it arrives incomplete. For a service franchise, examine how appointments are booked and cancellations handled.

Ask the person who will manage the business to read the procedure and explain what they would do. The aim is not to expect them to operate without training, but to identify contradictory instructions, missing references or decisions that only one person at head office knows how to make.

Record your findings in a simple table: procedure, question, explanation received and outstanding amendment. If a clarification is essential, ask for it to be incorporated into the relevant documentation; a verbal explanation may no longer be available when staff change.

Also check that the examples, supplies and tasks match the business format offered in Colombia. A foreign manual that has not been adapted may describe unsuitable practices or refer to authorities in another country. Nor does operational documentation replace a professional review of local legal obligations.

3. Distinguish legal obligations from terms you need to negotiate

In Colombia, a franchise agreement is an ‘atypical’ contract: it has no specific, comprehensive contractual regulatory framework. It is governed by the agreed terms and the applicable general rules, particularly the Commercial Code and, where relevant, the Civil Code. Freedom of contract does not allow parties to disregard mandatory legal rules.

Article 863 of the Commercial Code requires parties to act in good faith, without fault, during the pre-contractual stage. However, this does not amount to an automatic right to receive all trade secrets or complete manuals before entering into an agreement.

Nor is there a general franchise-specific obligation to provide a Franchise Offering Circular (Circular de Oferta de Franquicia) twenty working days in advance. That requirement appears in a draft decree published by the Ministry of Trade, Industry and Tourism in 2021; it should not be treated as legislation in force simply because it appears on an official website.

You should therefore expressly negotiate which documentation you may examine before committing and which you will receive afterwards. The Ministry of Justice’s LegalApp guidance lists providing the information needed to develop the business among the franchisor’s obligations. With legal advice, turn that obligation into commitments whose fulfilment can be checked.

4. Agree on delivery, access and how gaps will be addressed

The agreement should identify the manuals to be supplied, their language, how they will be delivered and when they will become available. Avoid accepting only a generic reference to “the brand’s manuals” if you do not yet know their content and scope.

Clarify who may consult them, how authorised staff will gain access and how new versions will be communicated. If access is exclusively digital, ask what alternative will be available if access is interrupted.

Also establish a procedure for reporting omissions or contradictions and obtaining a response. Distinguish a clarification of the documentation from a change that imposes new obligations or costs: these should not be conflated under the label of a “manual update”.

Practical conclusion: before buying, request the inventory, examine a sample and test two procedures. If the method cannot be explained clearly, postpone your decision until you know what you will receive and how any gaps will be addressed.