Franchising in Denmark: Protect Your Trade Mark Before Expanding

When you turn your existing business into a franchise network, its name takes on new significance. Other independent businesses will invest in using it, and customers need to recognise the same concept across multiple locations. You should therefore clarify the rights to your name and logo before promising prospective franchisees access to them. Here is a practical approach to preparing your trade mark for franchising in Denmark.

1. Establish who owns your brand assets

Start with an inventory of rights. List your business name, logo, product names, domains and social media profiles. For each item, record who is listed as the owner or account holder, what documentation exists and who has access.

The company that will act as franchisor does not always own the rights. A trade mark may be held in the founder’s name, while a domain is managed by an agency. A logo may have been supplied without a clear agreement covering any copyright attached to it.

In particular, clarify the following:

• Can the franchisor document ownership or an adequate right to use the assets?
• Does any licence include the right to allow franchisees to use the mark?
• Does the right cover the territory and period needed for the planned expansion?
• Are any necessary transfers from the founder, designer or a previous company documented?

If another company owns the mark, the licence must cover the duration and use envisaged in the franchise agreements. An informal internal understanding is an uncertain basis for franchisees’ investments.

2. Check the name before investing in a rollout

A name registered in Denmark’s Central Business Register (CVR), or an available domain, is not in itself proof that the name can be used as a trade mark. Before ordering signs and launching franchisee recruitment, check whether others hold earlier rights to identical or similar names or marks.

Search for both the name and relevant variations. Also investigate marks that are similar in pronunciation, spelling or visual appearance. The risk depends, among other things, on the similarity between the marks and the goods or services for which they are used. A simple search for an exact name match is therefore not enough.

Assess the name’s distinctiveness too. A name that merely describes the service or its characteristics may be difficult to protect. An established local name is not necessarily a strong foundation for a nationwide franchise network.

Ask a trade mark adviser to assess significant search results and potential obstacles. It is better to adjust the name now than to ask several franchisees to replace their shopfronts, packaging and online presence later.

3. Choose protection that reflects the actual business

Trade mark rights in Denmark can be acquired through registration or, where the relevant conditions are met, through use. Registration is available nationally through the Danish Patent and Trademark Office, as an EU trade mark through EUIPO, or through an international registration covering Denmark.

For a business planning to expand in Denmark, the choice should be driven by its needs, rather than a desire for the broadest possible registration. An EU registration covers the EU, but may also encounter obstacles arising from rights in other member states.

Draw up a specific list of the goods and services that franchisees will offer under the mark. Use it to determine the scope of registration. Registration for one activity does not automatically protect all future activities.

Consider the word mark and logo separately. A word mark covers the name itself, while protection for a figurative mark depends on the design registered. A later redesign may therefore require a fresh assessment.

Keep registration details, renewal deadlines and evidence of use together. Put someone in charge so that rights are not neglected amid the demands of day-to-day operations.

4. Make the right to use the mark clear in the franchise agreement

Denmark has no dedicated franchise law and no specific mandatory franchise registration. Nor is there a statutory requirement for a franchise disclosure document. However, general principles of contract law may create a duty to disclose material matters before the agreement is signed, such as a known dispute over rights.

The Danish Contracts Act and general Danish contract law govern the agreement, while legislation including the Danish Trade Marks Act, Marketing Practices Act and Competition Act may also be relevant. Trade mark registration is therefore separate from registration of the franchise arrangement itself.

The licence provisions in the franchise agreement should specify:

• Which marks the franchisee may use, and for which activities.
• Where and for how long the right to use them applies.
• Which changes and local uses require approval.
• Who handles potential infringements and claims from third parties.
• How use must cease when the franchise relationship ends.

Avoid presenting a pending application as a completed registration. The prospective franchisee must be able to understand the actual status of the rights.

5. Agree on digital use and how to handle unauthorised use

Establish from the outset who will create and manage local domains, social media profiles and business listings. Agree on access rights, naming conventions and arrangements when the relationship ends, taking account of each platform’s terms. Do not share personal passwords as a substitute for proper access management.

Also introduce a simple process for unauthorised use: the franchisee documents what they have found, sends it to a designated contact and refrains from making legal threats themselves. The franchisor then assesses the matter with appropriate advice. This ensures a consistent response and protects relationships within the network.

Practical takeaway: Before recruiting your first franchisee, document the rights, assess their protection and agree the rules for use and what happens when the relationship ends. That way, the network is built around a name you can genuinely make available.