Franchise permits: what to check before opening

An established outlet and a proven business model do not mean that another business owner can immediately start the same activity under your brand. Before developing your business into a franchise network, check which authorisations relate to the operator, which to specific premises and which to the way services are provided. Mapping these requirements helps you avoid opening an outlet that is operationally ready but cannot yet legally serve customers.

1. Separate franchising from operating permits

Poland has no separate statute comprehensively regulating franchising, nor a mandatory public register of franchise networks. A franchise agreement is an ‘unnamed contract’ — one not specifically defined as a contract type in legislation — governed primarily by the Polish Civil Code and the principle of freedom of contract under Article 353¹. Relevant competition, intellectual property and tax rules, as well as Poland’s Entrepreneurs’ Law, also apply.

This does not mean, however, that every activity carried out under a franchise is free from additional requirements. The fact that no permit is required to establish a franchise does not mean that no permits are needed to sell particular products or provide particular services. Any requirement to obtain a concession, a permit or an entry in a register of regulated activities depends on the business activity, not on the use of a shared brand.

For example, the sale of alcoholic drinks is governed by Poland’s Act on Upbringing in Sobriety and Counteracting Alcoholism. Running a food business involves compliance with food law, including the Act on Food and Nutrition Safety. Depending on the type of establishment, registration alone may be required, or both approval and registration. These procedures should not all be lumped together under the label ‘sanitary approval’.

Registering a business in CEIDG, Poland’s Central Register and Information on Economic Activity, or KRS, the National Court Register, does not replace any required administrative decision. Likewise, a contractual licence to use a brand is not regulatory permission to carry on a business activity.

2. Take stock of the existing business’s authorisations

Start with your own business. Gather administrative decisions, registration confirmations, notification records and the conditions under which you operate. Do not assume that documents sitting in a file for years still cover your current range of services and sales.

Prepare a separate record for each document, covering:

• the legal basis and the name of the competent authority;
• the entity named as the authorisation holder;
• the address or area covered by the authorisation;
• the permitted scope of activity;
• the validity period and obligations for maintaining the authorisation;
• changes or events that require notification or a new decision.

Then answer the key question: must the new franchisee complete the procedure in their own name? Do not treat the franchisor’s authorisations as automatically transferring with the franchise package. Whether a decision can be transferred or amended, or another entity can continue the activity, must be assessed under the relevant legislation.

A useful test is to consider a hypothetical outlet run by an independent business owner. Trace every step from receiving a delivery to making a sale to a customer. Check additional services too: expanding the offering may trigger requirements not covered by the basic model.

3. Allocate tasks and put the formalities in order

Use your inventory to create a practical pre-opening checklist in table form. Each row should identify the formality, the person responsible, the supporting documents required, dependencies on other tasks and the document confirming completion of the procedure. It is also worth including the source of the information and the date it was checked.

Distinguish between three roles: who applies, who prepares the documentation and who checks that it is complete. Head office can support the franchisee or act through a duly authorised representative, but that support does not change who bears the statutory obligations.

Do not put a single, guaranteed date for obtaining all decisions into the schedule. Allow time to prepare supporting documents, supply any missing information and accommodate any steps the authority may need to take. Keep the application submission date separate from the point at which trading can actually begin.

Specify in the franchise agreement who pays the procedural costs, what support head office provides and what happens if there is a delay or refusal. In particular, explain how this affects the planned opening date and when fees become payable. A clause stating that ‘the franchisee will obtain all permits’ is no substitute for a properly planned process.

4. Introduce checks before and after opening

Introduce a formal checkpoint before trading begins. For each requirement, check not only that the document exists, but also that it covers the correct operator, address, scope of activity and conditions for exercising the authorisation. Submitting an application does not always entitle a business to start selling; its significance depends on the particular procedure.

If you are considering opening with a limited offering, first confirm that this is legally permissible. Then adjust what you actually sell, your promotional materials and your ordering system accordingly. An internal notice saying that a particular product is temporarily unavailable is not enough if customers can still order it.

After opening, maintain a calendar of authorisation expiry dates and recurring obligations. Establish a procedure for reporting changes to the operator, premises, equipment or range of services. Any of these may require a fresh review of the formalities, although not every change means a new permit is needed.

Practical takeaway: before bringing your first franchisee on board, map the authorisations required for one model outlet. Assign a responsible person, evidence of completion and a condition for opening to each requirement. This allows the franchise network to grow on a sound basis, rather than on the assumption that head office’s documents cover everyone.