Registering Franchise Agreements in the Philippines

Preparing a franchise agreement does not end with signing it. For business owners planning to expand, it is important to establish which registration requirements apply, who will handle the filing, and how compliance will be documented. A clear system for managing agreements helps build trust within the franchise community—and avoids the mistaken assumption that registering a business name is enough.

1. Understand the legal framework

The Philippines has no single comprehensive law covering every aspect of franchising. However, this does not mean there are no specific rules. Executive Order No. 169, series of 2022, is particularly important: it aims to protect micro, small and medium-sized enterprises that take up franchises.

The order sets out the minimum provisions required in agreements within its scope and requires their registration with the Department of Trade and Industry (DTI). Key topics include rights and obligations, fees, duration and renewal, termination, cooling-off periods and dispute resolution. Ask a lawyer to assess how these requirements apply to your franchise offering and prospective franchisee.

Republic Act No. 9178 is not a franchise law. It is the 2002 law on Barangay Micro Business Enterprises, not a franchise law enacted in 1995. Do not use that incorrect description in your agreement or promotional materials.

The Civil Code also remains relevant to contracts, as does the Intellectual Property Code to the use of trade marks and the transfer of know-how. An association’s voluntary code, such as that of the QFA, supports good practice; it is not a substitute for legal compliance.

2. Distinguish between the three types of registration

Business, trade mark and agreement registration serve different purposes. You may already have completed the first while still needing to address the other two.

• Business registration: This establishes the name or legal form of the business entering into the contract. It does not automatically register each franchise agreement.
• Trade mark registration: This protects rights to the trade mark through the Intellectual Property Office of the Philippines (IPOPHL). It does not replace registration of the agreement with the DTI.
• Agreement registration: This relates to the obligations under EO 169 for agreements within its scope.

Separate IPOPHL considerations also arise where an agreement involves the transfer of technology or systematic know-how. Registration with the relevant IPOPHL office is generally not required 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.

Do not assume that filing with one agency satisfies all the requirements of another.

3. Identify the correct DTI filing route

Under EO 169, the filing route differs depending on whether the franchisor is a member of a franchise association. Members are required to register their standard agreement and provide a written undertaking to comply with the minimum provisions in agreements they enter into with franchisees covered by the order. Non-members are required to register the agreements they enter into with those businesses.

Before arranging signatures, confirm the current procedure, accepted documents, deadlines and submission method with the DTI. Also clarify how revised standard agreements or agreements with special conditions should be handled. Do not assume that membership of any business association qualifies you for the route available to franchise association members.

Appoint someone to take responsibility for filing. A lawyer or administrator may assist, but the business owner should have a clear record of what has been submitted, what remains outstanding and what evidence of receipt has been obtained. Registration is neither a guarantee of profitability nor government endorsement of the franchise offering.

4. Maintain an auditable record before and after signing

Prepare a record for each agreement, including:

• The names of both parties and the basis on which EO 169 applies.
• The agreement version and date of legal review.
• All attachments and any signed amendments.
• The applicable filing route and the person responsible.
• The submission date, proof of receipt and any follow-up steps.

Ensure that the versions reviewed, signed and submitted are consistent. Keep outdated drafts separate so they are not accidentally used for the next applicant. Retain evidence that the franchisee received a complete signed copy.

Practical takeaway: Before signing your first franchise agreement, obtain legal advice on the scope of EO 169, confirm the DTI process and assign responsibility for filing. Treat registration as a separate task requiring documentary evidence—not as an automatic consequence of signing.