Franchising in Denmark: Clarify the Rights to Your Name and Logo

When you turn an existing business into a franchise network, your name and logo are among the most important assets you allow others to use. But an established name is not necessarily adequately protected, and a business does not automatically own all the rights to its visual identity. Clarify those rights before promising a franchisee access to them or ordering signs for new outlets.

1. Map out the rights behind your name and logo

Start with a comprehensive overview of the brand elements franchisees will use: the business name, franchise brand name, logo, product names and any slogans. Add domain names and social media accounts, but keep these separate from the trade mark rights themselves.

For each element, you should be able to document:

• Who owns the right or is listed as the registered holder.
• How the right arose or was acquired.
• Which goods, services and geographical areas the protection covers.
• Whether anyone else holds a licence, joint ownership or rights that restrict its use.
• Who is responsible for renewals and ongoing administration.

Pay particular attention if the founder originally registered the name personally, or if the logo was developed for a previous business. The franchisor company must have a documented basis for granting franchisees the right to use it. This could be ownership or a licence that actually permits sublicensing.

An external agency or designer may also hold copyright in a logo. Payment for the design work does not, in itself, demonstrate that all relevant rights have been transferred. Find the agreement and check whether it permits the intended use within the franchise network, including alterations and use by independent franchisees.

2. Check the protection before expanding the concept

Registration in Denmark’s Central Business Register (CVR) and the availability of a domain name are not the same as a trade mark registration. Nor do they, on their own, establish that the name can be used without infringing someone else’s rights.

In Denmark, the Trade Marks Act governs, among other things, how trade mark rights arise and are protected. Depending on the circumstances, rights can arise through use, but this requires a case-specific assessment. Do not assume that a few years of local trading gives you secure exclusive rights covering every activity you intend to roll out.

Applications for Danish trade mark registration are made to the Danish Patent and Trademark Office. Applications for an EU trade mark are made to the European Union Intellectual Property Office (EUIPO), and may be relevant if the concept will be used in several EU countries. Choose the registration route based on your actual expansion plans, rather than simply an ambition to grow.

Before applying, arrange a search for both identical and similar names and marks. The assessment also considers the goods and services for which the marks are used. An ordinary internet search is therefore not sufficient as your only check.

Describe future activities realistically too. A business that has so far only sold goods may, for example, be planning to offer services under the same name. Have an assessment made of whether the protection covers those activities and whether the name is sufficiently distinctive to qualify for registration at all.

3. Define the right to use the brand precisely in the franchise agreement

Denmark has no specific franchise law and no compulsory registration of franchise agreements. Nor is there a specific statutory pre-contractual disclosure regime for franchisors. General contract law rules still apply, however: the absence of a specific regime does not permit false or misleading statements about the rights involved.

Franchise agreements are assessed under, among other things, the Danish Contracts Act and general principles of contract law. The Trade Marks Act is central to protection of the brand elements, while the Danish Marketing Practices Act and competition rules may also be relevant to their use and to the agreement’s terms.

The agreement should identify the marks the franchisee may use and specify the scope of that permission. Draw a clear distinction between an application that has been filed and a registration that has been granted. Also describe any restrictions or pending oppositions that affect the promised right of use.

The agreement should clarify, among other things:

• Whether the mark may be used on signage, packaging, workwear and digital channels.
• Whether the franchisee may ask local suppliers to reproduce the logo.
• Who may register domain names and create social media accounts using the franchise brand name.
• Whether local additions to the name and logo require approval.

Avoid promising broader or more secure rights than the franchisor actually holds.

4. Introduce a simple routine for protection and use

Turn the agreement’s requirements into a short brand guide containing approved files, colours, positioning and examples of unacceptable use. Franchisees should be able to find the correct materials without recreating the logo or commissioning a local version.

Also appoint someone to take responsibility for registrations, renewals and enquiries about possible infringements. Set out what franchisees should do if they spot copying or receive a claim from another rights holder. Agree who will handle the matter and how relevant costs will be shared, rather than leaving each outlet to respond independently.

Practical takeaway: Prepare an overview of your rights, have the protection checked and align the rights of use in the franchise agreement before the first franchisee invests in your name. This protects both the existing business and trust within the franchise network.