Ending a franchise: how to plan for removing the branding

When turning your own business into a franchise network, it is easy to focus on opening new outlets. Yet planning how they will leave the shared brand is just as important. There is more to it than taking down a sign: online business listings, packaging, customer orders and advertising materials also need attention. Set out the rules for removing branding before signing your first agreement, rather than waiting until time pressure or a dispute arises.

1. Establish when the right to use the brand ends

In Poland, a franchise agreement is an ‘unnamed contract’: there is no separate statute comprehensively regulating franchising. The relationship is governed primarily by the Polish Civil Code, including the principle of freedom of contract under Article 353¹. That freedom is limited by statute, the nature of the legal relationship and the principles of social coexistence. The Industrial Property Law also applies to the use of trade marks, while the Act on Combating Unfair Competition may be relevant where branding misleads customers.

Do not assume that simply stating ‘the branding must be removed after the agreement is terminated’ will be enough. The agreement should specify when the right to use the brand expires and what must be done before and after that point. Cover expiry of the agreed term, termination on notice, termination by mutual agreement and termination with immediate effect.

Distinguish the date the relationship ends from the deadlines for practical work. If removing signage takes time, agree how it will be temporarily covered. Any transitional use of the brand must have a clearly defined scope and basis. A deadline for removing signage should not, in itself, imply permission to continue trading under the existing brand.

2. Map every use of the branding

An established business owner will usually know their signage, but may not notice every place where customers encounter the brand. Before launching the franchise, review your own outlet and prepare an inventory that can be used whenever an outlet opens or leaves the network.

Divide it into four groups:

• Premises: signs, shop windows, illuminated sign boxes, directional signs, decorations and branding on fixtures and equipment.
• Moveable items: clothing, bags, packaging, leaflets, forms and branded vehicles.
• Digital channels: the outlet’s website, domain name, email, social media profiles, map listings and accounts on sales platforms.
• Customer communications: email signatures, automated replies, recorded telephone messages and booking confirmations.

For each item, record who owns it, who administers the account where applicable, who will make the change and how completion will be confirmed. A sign box owned by head office needs to be handled differently from a website run by the franchisee.

Do not equate removing the branding with destroying all the equipment. If removing a sticker or replacing a panel is enough, specify that solution. This reduces costs and makes an orderly exit easier.

3. Set out responsibilities, costs and access to the premises

Prepare a schedule to the agreement listing the tasks. For each one, specify the deadline, the responsible party, how completion will be signed off and who will bear the costs. Avoid making the franchisee responsible for ‘all costs of ending the relationship’ without defining what those costs cover.

Agree separately what will happen to unused packaging and advertising materials. Options include returning them, buying them back on agreed terms or removing the branding. Do not promise an automatic buyback if the business lacks the budget and facilities to take those materials back. Stock bearing the trade mark requires a separate assessment: the rules on its subsequent resale may depend, among other things, on the exhaustion of trade mark rights.

Plan coordination with the landlord and the signage removal contractor too. The franchisor should not assume that, once the agreement ends, it can enter someone else’s premises and remove the signage without permission. Establish a procedure for arranging access, agreeing a date and collecting its own property, while respecting rights over the premises.

4. Separate the branding change from customer service

Taking down the sign does not automatically resolve existing orders, complaints or obligations relating to advance payments. Prepare a straightforward notice explaining when the outlet ceases to be part of the franchise network, who will fulfil existing obligations and where customers should direct their questions.

The information should reflect the actual allocation of responsibility. An agreement between businesses cannot, by itself, deprive customers of their rights against the business they contracted with. Nor should you present head office as taking over all obligations unless there is a basis for doing so.

For digital channels, distinguish removing branding from transferring accounts and data. Access to a profile, correspondence history and the customer database do not automatically pass to the franchisor. These require a review of contracts, platform terms and data protection rules. Records that the business is required to retain should be distinguished from materials that still publicly advertise the outlet as part of the network.

5. Use a single checklist to verify completion

Confirm completion in a written record. Attach photographs of the premises, a list of returned materials and evidence of online changes. For items that depend on an external platform, record the date the change was requested and who is responsible for checking that it has gone live.

Before signing your first agreement, test the checklist at your own outlet without actually removing anything. Check that you know who administers the accounts, who owns the signage and which contractors will be needed for the work.

Practical takeaway: prepare your branding removal plan alongside your opening plan. Every branded item or channel should have a named person responsible, a deadline for the change and a way to confirm completion.