Registering franchise agreements with IMPI: a guide to Mexico

When turning your business into a franchise, signing the agreement does not address every aspect of legal protection. You should also consider registering it with the Mexican Institute of Industrial Property (IMPI). To expand in Mexico’s franchise market, you need to understand the effects of registration, prepare a consistent set of documents and assign someone responsibility for following up.

1. Understand what registration protects

Mexico has specific legislation governing franchises. Article 245 of the Federal Law on the Protection of Industrial Property (LFPPI) defines this business model as a written trade mark licence accompanied by the transfer of technical knowledge or technical assistance to ensure uniform operations. Article 246 sets out the minimum content required in the written agreement.

Registration with IMPI serves a different purpose: it allows the agreement to have legal effect against third parties. This should not be confused with its effect between the parties signing it. A lack of registration does not, in itself, remove the obligations undertaken by the franchisor and franchisee.

Nor is registration authorisation to open premises or certification of profitability. Through this process, IMPI does not guarantee that your business model will work, that the premises meet municipal requirements or that you have properly provided the required pre-contractual information.

That last obligation is separate: Article 245 requires information about the state of the business to be provided at least thirty days before the agreement is entered into. Registering it afterwards does not replace that prior disclosure.

2. Check that the agreement matches the rights involved

Before preparing the application, check that the agreement correctly identifies the industrial property rights involved. Simply including the trading name displayed on your shopfront is not enough.

Prepare a checklist covering the following:

• Parties: the names or legal names of the franchisor and franchisee, without ambiguous abbreviations.
• Trade mark: the name, relevant registration or application number, and identified owner.
• Authority: documents showing who is entitled to grant use of the trade mark and who represents each party.
• Scope: the rights covered, territory and agreed duration.
• Documents: the final agreement and appendices relating to the licence and franchise.

If the founder owns the trade mark but a company is acting as franchisor, do not assume that the two are legally interchangeable. Have the legal documents authorising the company to grant those rights reviewed.

The aim is not to repeat the entire trade mark review, but to prevent the administrative file from describing a relationship different from the one actually agreed. A discrepancy between the company’s legal name in the agreement and the name on the application can lead to avoidable requests for clarification.

3. Prepare and submit a complete, verifiable application

Either party can apply for registration. Even so, agree who will coordinate the submission, who will supply the documents and who will pay the costs. If each assumes the other will handle it, registration may remain outstanding indefinitely.

As a starting point, gather the relevant application form, proof of payment of the fee and the signed document setting out the franchise arrangement. If a representative is involved, include the documents needed to establish their authority to act. Foreign documents may require translation and, depending on their nature, legalisation or an apostille.

Check the current requirements and fee directly with IMPI before submitting. Do not budget using figures from old articles or assume that every internal appendix should be included without review. Check which documents the procedure requires and how to handle confidential information without omitting anything necessary.

The process involves submission, acknowledgement of receipt, examination and a response from the Institute. Keep an exact copy of everything submitted: if you receive a request for further information, you will need to identify which document requires clarification or completion.

4. Complete the process and retain a clear record

An acknowledgement proves that you submitted an application; it is not a favourable decision. Appoint someone to monitor notifications and meet the deadlines set by the authority.

When you receive the response, check the registered details and share the registration confirmation with the other party. Keep the agreement, submitted appendices, application, payment receipt, requests for further information and decision together.

Arrange a legal review whenever the parties, licensed rights or other significant terms change. Not all changes are treated in the same way: confirm whether a further filing with IMPI is required.

Practical conclusion: assign responsibility, check that the agreement matches the rights involved, and do not close the file simply because you have received an acknowledgement. Registration should be managed as a legal protection measure, not as a commercial seal of approval.