QFA: Registering a franchise agreement is a separate obligation

Preparing a franchise agreement does not end with signing it. In guidance published on 28 October 2026, the Quality Franchise Association (QFA) emphasised the separate obligations to register businesses, trade marks and agreements—an important issue for the Philippine franchise sector, particularly businesses preparing to expand.

EO 169 provides the key framework

The guidance centres on Executive Order No. 169, series of 2022, which aims to protect micro, small and medium-sized enterprises taking on franchises. It sets out the minimum content required in agreements covered by the order and requires their registration with the Department of Trade and Industry (DTI).

Topics that must be addressed include both parties’ rights and obligations, fees, the agreement’s duration and renewal, termination, a cooling-off period and dispute resolution. The QFA recommends a legal review to establish how the rules apply to the franchise being offered and the prospective franchisee.

The guidance clarifies the existing framework rather than introducing new legislation. It notes that the Philippines has no single comprehensive law covering every aspect of franchising. However, this does not mean there are no specific rules to follow.

The QFA also clarified that Republic Act No. 9178 is a 2002 law concerning Barangay Micro Business Enterprises, not a franchise law. The Civil Code remains important for contracts, as does the Intellectual Property Code for trade mark use and the transfer of business know-how.

Three registrations, different purposes

According to the guidance, registering a business does not automatically register each of its franchise agreements. Business registration concerns the name or legal form of the business entering into the contract.

Trade mark registration with the Intellectual Property Office of the Philippines (IPOPHL) is a separate process that protects rights in the mark. It does not replace registration with the DTI of an agreement covered by EO 169.

Separate IPOPHL considerations also arise when an agreement involves the transfer of technology or systematic knowledge. The QFA explained that registration with the relevant IPOPHL office is generally unnecessary if the agreement complies with the rules on voluntary licensing, including Sections 87 and 88 of the Intellectual Property Code. Otherwise, an exemption and registration may be needed for the agreement to be enforceable.

This distinction matters before signing: filing with one agency should not be treated as satisfying all obligations to other agencies.

DTI filing requirements differ

Under EO 169, the filing procedure depends on whether the franchisor belongs to a franchise association.

Members must register their standard agreement and submit a written undertaking to comply with the minimum provisions in agreements they enter into with businesses covered by the order. Non-members must register the agreements they enter into with those businesses.

The QFA advises confirming the current procedure, accepted documents, deadlines and submission methods with the DTI first. Businesses should also clarify how revised standard agreements or contracts with bespoke terms will be handled.

Nor should businesses assume that membership of any business association is sufficient to use the procedure available to franchise association members. An association’s voluntary standards support good practice; they do not replace legal compliance.

Documentation before and after signing

The guidance recommends keeping a record for each agreement: the names of both parties, the basis on which EO 169 applies, the contract version, the date of legal review, attachments and signed amendments.

The record should also identify the person responsible for filing, the submission date, proof of receipt and any next steps. The versions reviewed, signed and submitted must match, and old drafts should be kept separately to prevent their accidental reuse.

The QFA also stressed that registration is neither a guarantee of profit nor government endorsement of the franchise offer.

Practical reminder: Before signing, obtain advice on whether and how EO 169 applies, confirm the DTI procedure and appoint someone responsible for filing. Treat registration as a separate task requiring documentary evidence of completion.