Franchising in Poland: an information pack for prospective franchisees

Before you invite your first partner to join your franchise network, prepare the information they need to make an informed decision. This is not about a polished sales presentation, but a structured pack explaining what has been tested in your business, how much the arrangement costs and where uncertainty remains. A well-prepared document helps reduce discrepancies between promises made during recruitment and the way the agreement is later carried out.

1. Separate legal requirements from good practice

Poland has no separate franchise act or specific statutory system for disclosing information to prospective franchisees. A franchise agreement is an ‘unnamed contract’ — one not specifically defined by statute — based on the principle of freedom of contract under Article 353¹ of the Polish Civil Code. That freedom is limited by the law, the nature of the legal relationship and the principles of social coexistence. There is also no separate franchise register in which registration would replace a business’s ordinary obligations.

The absence of a prescribed disclosure form does not mean you have free rein in presenting your offer. Relevant rules include provisions of the Civil Code, including those on negotiations conducted contrary to good practice, and the Act on Combating Unfair Competition. Depending on the nature of the arrangement, industrial property law, competition law and the GDPR may also apply.

Do not present legislative proposals as current law. The requirement described in materials published in 2023 to provide an information document and a template agreement at least 14 days in advance was part of a regulatory proposal, not grounds for claiming that such a general obligation applied. Check the current legal position before you start recruiting. The European Code of Ethics for Franchising is a self-regulatory standard, not Polish legislation; the extent to which it is binding depends, among other things, on the commitments undertaken.

2. Show what has actually been tested

Start the pack with details of the entity that will be party to the agreement and a description of the business operation being offered to the partner. Explain whether you are offering a model tested across several outlets or are only beginning to build a network based on a single company-owned outlet. If you do not yet have any franchisees, say so clearly.

Prepare a brief operational track record covering:

• which company-owned or pilot outlets have operated, and under what conditions;
• the period covered by the results presented;
• which tasks the owner carried out personally;
• which elements of the model were successfully handed over to another manager;
• what problems testing revealed and what improvements were made.

This is particularly important when turning an existing business into a franchise. The success of an owner with local contacts does not necessarily mean that a new partner will achieve similar results. Explain how performance depends on location, staff skills and the owner’s involvement. Rather than simply claiming that success can be replicated, provide evidence and explain its limitations.

3. Set out the full costs of starting and operating the business

Divide costs into three groups: setting up the outlet, running the business and ending the relationship. For each item, state who receives the payment, when it becomes due and whether the amount quoted excludes or includes VAT. Also identify which costs are estimates and require local quotations.

Do not limit the breakdown to initial and ongoing franchise fees. Include equipment, the deposit on the premises, opening stock, IT systems, training, travel, marketing and the working capital needed before the business generates positive cash flow. Explain how percentage-based fees are calculated and whether any minimum fees apply.

Your own outlet’s results are not a forecast for a prospective franchisee. If you present a financial model, distinguish historical data from assumptions. Include a market-rate cost for the owner’s labour and rent, even if your own business does not incur some of these costs. Also show a scenario with weaker sales and higher employment costs. Prospective franchisees should be able to reproduce the calculations, not simply view the final profit figure.

4. Align the offer with the agreement and the support provided

The pack should include a draft agreement with its key appendices, or clearly identify the documents supplied separately. Briefly describe the term of the agreement, renewal and termination conditions, contractual penalties, security requirements and post-termination restrictions. Do not bury important obligations solely in a lengthy appendix.

Also explain the status of the trade mark: who holds the rights, the scope of protection and the basis on which the partner will use the branding. Do not describe a pending application as a completed registration.

Translate promises of support into specific services. Instead of offering ‘comprehensive assistance’, specify the scope of training, the arrangements for opening support, contact channels and responsibility for local marketing. Share the table of contents of the operations manual and explain how it is updated. Confidential instructions can be disclosed in stages once appropriate confidentiality safeguards are in place, but prospective franchisees must understand the associated obligations and costs beforehand.

5. Establish a controlled information-sharing process

Give the pack a version number and date, and assign responsibility for keeping it up to date. Record which documents each prospective franchisee has received and when answers to their questions were provided. Allow a realistic amount of time for review and consultation with an independent lawyer and accountant. Highlight material changes rather than replacing files without explanation.

An acknowledgement of receipt serves as a record; it should not replace answers to questions or imply that liability for inaccurate or misleading information has been excluded. Ensure that everyone involved in recruitment communicates a consistent message, so that verbal promises do not go beyond the documentation.

Practical takeaway: before recruiting your first franchisee, ask someone outside the business to use the pack to explain the costs, support and exit terms. If they cannot do so, the document needs improvement.