Signing a Franchise Agreement: Formal Requirements and Document Checks

Before welcoming your first partner into your franchise network, decide not only what the agreement will say, but also how it will be signed. A lack of authority to sign, a missing appendix or a signature that fails to meet legal requirements could undermine the validity of important provisions. It is worth establishing a single, repeatable process for your business: from checking the parties’ details to providing a complete set of signed documents for their records.

1. Choose a signing method that covers the entire agreement

In Poland, a franchise agreement is an ‘unnamed contract’: there is no separate, comprehensive franchise statute, nor any particular form required simply because the parties are entering into a franchise agreement. The legal basis is the Polish Civil Code, including the principle of freedom of contract under Article 353¹ and the rules on authority to act and the form of legal transactions. Depending on the nature of the relationship, competition, intellectual property and data protection rules also apply.

This does not mean, however, that any method of accepting a document will suffice. The formal requirements must be assessed for every legal transaction contained in the agreement, not just by reference to its title. For example, under Poland’s Industrial Property Law, a licence to use a registered trade mark must be in written form to be valid. The same requirement applies to an assignment of economic copyright and the grant of an exclusive copyright licence.

In practice, distinguish between three options:

• A handwritten signature on paper — satisfies the written-form requirement. Arrange for the exchange of signed originals, rather than just photographs of them.
• A qualified electronic signature — satisfies the requirements for electronic form, which is legally equivalent to written form. The signature’s validity and the file’s integrity must be checked.
• A scanned copy, an email or a simple acceptance on a platform — may satisfy the requirements for ‘documentary form’, a separate category under Polish law, but does not in itself replace written form where this is required by statute.

Do not assume that every service advertised as offering electronic signatures provides qualified signatures. Before choosing a tool, ask a lawyer to assess the specific signing method and the full contractual package.

2. Check who is actually signing

The person conducting commercial negotiations is not always authorised to enter into the agreement. This applies both to the prospective franchisee and to your own business. Check signing authority again before signature, even if the details were verified at the first meeting.

For a sole trader, the contracting party is the individual running the business. The details in the agreement should identify that person unambiguously and match their entry in CEIDG, Poland’s register of sole traders. The name of the shop or service outlet alone is not enough.

For a company or partnership, check its current entry in the National Court Register (KRS) and the rules governing who may act on its behalf. If two people must act jointly, one signature does not meet that requirement. Nor should you assume that a shareholder is automatically entitled to sign agreements on behalf of a Polish limited liability company (sp. z o.o.).

If someone is acting under a power of attorney, check the scope of their authority and the required form of the power of attorney. Under the Polish Civil Code, where a transaction must take a particular form to be valid, the power of attorney authorising that transaction must be granted in the same form.

Keep evidence of these checks: the date the register was checked, the document used and a record of who confirmed the signatory’s authority. Do not automatically collect copies of identity documents, however — the data collected should reflect a genuine need and have a legal basis.

3. Finalise the complete document package before signing

The greatest administrative risk often comes not from the agreement itself, but from several versions circulating at once. A prospective franchisee receives a different fee schedule from the person preparing the documents for signature, while the equipment appendix still contains draft comments.

Appoint one person to take responsibility for preparing the final version. Their tasks should include:

• assigning clear version identifiers to the agreement and its appendices;
• checking that party names, dates and cross-references are consistent;
• removing blank fields and unresolved comments;
• compiling a list of all documents covered by the agreement;
• confirming that both parties have received an identical set.

If the operations manual constitutes a set of standard contractual terms, the Polish Civil Code provisions on providing such terms before the agreement is concluded also matter. Where the manual is supplied electronically, it must be possible to store and reproduce it in the ordinary course of use. Access to a website whose content can change may not provide adequate evidence of the terms agreed.

Keep the version supplied to the partner, together with confirmation of delivery. Do not replace this with a general declaration that the franchisee is familiar with ‘all network rules’.

4. Complete the signing process and preserve the evidence

Prepare brief signing instructions: who must sign, in what form, which files or paper copies the signature covers, and to whom they should be returned. For electronic signatures, retain the original files together with their signatures, not just printouts or document previews.

Once signing is complete, check that all signatures and appendices are present. Distinguish between the signature date, the point at which the agreement is concluded and the agreed date on which obligations begin to be performed. These may differ, particularly where the parties sign on different days or the start of the relationship depends on certain conditions being met.

Each party should receive a complete set of documents. Decide where they will be stored, who will have access and who will be responsible for retrieving the correct version later. Apply the same structured approach to signing amendments, taking account of both statutory formal requirements and those stipulated in the agreement.

Practical takeaway: before signing your first agreement, run through the entire process using the completed document package. Check signing authority, formal requirements, completeness and archiving. This is simpler than having to prove later what was validly agreed and by whom.