Documents to check and terms to agree before buying a franchise

Start the process of joining a franchise network with the paperwork, not a reservation fee. A brand presentation sets out the promise of the partnership, but only the draft agreement, schedules and evidence of the franchisor’s rights allow you to assess what you are actually buying. The steps below will help you gather information before making any binding commitments and decide which assurances from the franchisor should be put in writing.

1. Understand Poland’s disclosure rules

Poland has no separate franchise act and no general statutory requirement to provide prospective franchisees with a dedicated disclosure document. Nor is there a special register of franchisors whose inclusion would confirm the quality of an offer. Registration in the National Court Register (KRS) or the Central Register and Information on Economic Activity (CEIDG) identifies a business; it does not approve its franchise model.

A franchise agreement is an innominate contract, meaning it is not a separately defined contract type under Polish law. Article 353¹ of the Polish Civil Code provides the basis for structuring it: freedom of contract is limited by legislation, the nature of the legal relationship and the principles of social coexistence. General rules on performing contractual obligations and liability for breaches also apply. Depending on the arrangement, competition law, industrial property law, rules on unfair competition and data protection legislation may also be relevant.

Do not assume you have a statutory right to 14 days to review the offer. References to such a period may relate to draft legislation or voluntary standards. A code of good practice is not law. If a brand says it follows one, ask for the current text, confirmation that it has signed up and an explanation of the complaints procedure. Include the most important disclosure safeguards in your own agreed terms.

2. Request the complete package, not just a template agreement

Send a single, structured request for documents. Explain that you are assessing the offer as a whole and also need the materials referred to in the contract. Ask for:

• the draft agreement, including all schedules, rules and general terms and conditions;
• a full schedule of fees, the rules for changing them and documents relating to any required security or guarantees;
• details of training and support, including timescales and who is responsible for what;
• rules on mandatory purchases, use of IT systems and participation in promotions;
• the operations manual, or an opportunity to review it under controlled conditions;
• documents confirming the right to license the brand.

The manual may contain trade secrets, so a confidentiality agreement may be justified. That does not mean you must accept obligations you have not seen. If a full copy is not available, agree secure access for yourself and your adviser. At a minimum, request the contents page and disclosure of all requirements affecting expenditure, working arrangements and liability.

Also check the order of precedence between the documents. Which provision prevails if the agreement conflicts with the manual? Can the franchisor change standards unilaterally and thereby impose new costs? A complete set of documents is not enough if its contents can change without clearly defined limits.

3. Verify the business and its rights to the brand

Compare the details in the offer, the draft agreement and the bank account details provided for payment. Establish who you are contracting with, who receives the money and who is responsible for training or supplies. Separate companies within the same group do not automatically guarantee one another’s obligations.

Check the business details in KRS or CEIDG, including who is authorised to act on its behalf. If someone is signing under a power of attorney, ask to see a copy covering the transaction in question. For companies that file financial statements, review the documents available in Poland’s Financial Documents Repository. Missing documents may need an explanation, but their absence alone does not prove that the business is unreliable.

Check the trade mark in the relevant register, such as that of the Polish Patent Office or the European Union Intellectual Property Office (EUIPO). Verify the owner, protection status, territory and the goods and services covered. The franchisor need not own the trade mark, but it should be entitled to grant you the right to use it. Where a sublicence is involved, ask for confirmation of that entitlement and an explanation of what happens if the underlying licence expires.

4. Turn assurances into verifiable commitments

Create a simple table: assurance — supporting document — outstanding clarification — clause to include in the agreement. This will ensure that sales discussions are not your only source of information about future obligations.

For example, “ongoing support from a dedicated account manager” requires clarity on contact channels, availability and the scope of assistance. “Comprehensive training” should mean a specific programme, rules on staff participation and confirmation of who pays for travel and additional sessions. Not every marketing claim guarantees a particular service.

Also ask for the opportunity to speak to current and former franchisees. A refusal to share contact details may be due to privacy concerns; an alternative is to arrange contact with the individuals’ consent. Focus on whether the documents reflected actual practice: what support did they receive, and which obligations came as a surprise?

5. Agree the terms for completing your review

Before paying a reservation fee, check what it is for, when it is refundable and what happens if you withdraw. Negotiate a review period that starts when you receive the complete document package. A material change to the draft should give you an opportunity to reassess it, rather than force you into signing immediately.

Keep a record of document dates and versions. Before signing, compare the final package with the version reviewed by your lawyer. Resolve outstanding questions in writing, and incorporate particularly important assurances into the agreement or a schedule.

Practical takeaway: do not pay merely for the promise of access to information. First gather the documents, verify the franchisor’s rights and authority, and agree binding obligations. Only then decide whether to join the franchise network.