Trade Marks Before Launching Your First Franchise in Slovenia

A successful business can trade under a recognisable name for years without checking whether it can safely allow other entrepreneurs to use it. Before launching your first franchise, preparing a logo and ordering new signage is therefore not enough. You need to check the trade mark rights, their validity and the conditions of use. This reduces the risk of franchise network members having to change their name, packaging or online presence after opening.

1. Distinguish between the company name, domain name and trade mark

Entering a company name in the business or court register and registering a domain name are not the same as registering a trade mark. Each serves a different purpose. Using a particular domain or having a company registered under a particular name does not, in itself, give you exclusive rights to that sign for all goods and services.

Start by listing the signs the franchisee will use: the outlet name, logo, key product names and any slogan. For each, record:

• who uses it and who owns it;
• whether an application has been filed or the trade mark is already registered;
• the territory and goods or services covered by the protection;
• where supporting documents are kept and who monitors deadlines.

An application is not a registration. When presenting your offer to a prospective franchisee, clearly distinguish between a pending application and a registered right. If registration is still in progress, do not present protection as already secured.

2. Check that protection covers what the franchise actually offers

In Slovenia, trade marks are governed by the Industrial Property Act (ZIL-1). National trade marks are registered by the Slovenian Intellectual Property Office. An EU trade mark registered with the European Union Intellectual Property Office (EUIPO) also has effect in Slovenia and is governed by Regulation (EU) 2017/1001.

Your choice of registration route should reflect your business plans, rather than simply a desire for the broadest possible protection. A business expanding only within Slovenia has a different starting point from one planning outlets in several countries. In either case, check for earlier identical or similar trade marks.

The list of goods and services is particularly important. Registration for one type of offering does not automatically protect all future activities. If a café starts selling packaged coffee under the same sign, the review must cover those products as well as café services.

Checks should go beyond searching for an exact name match. Similar signs and related goods or services can lead to a dispute even where the spelling differs. Before making a substantial investment in signage and branding, have a trade mark specialist assess the scope of protection and any potential conflicts.

3. Establish who is entitled to license the trade mark

A common practical problem arises when the business offering the franchise is not the trade mark owner. The mark may be registered in the personal name of the founder, or owned by an associated company or a former business partner. The franchisor must have an appropriate legal basis for allowing the franchisee to use it.

If your rights derive from a licence granted by another owner, check whether it permits sublicensing. Also check the territory, duration and grounds for termination of the underlying licence. Do not promise franchisees broader or longer-lasting rights than you can lawfully provide.

Review the paperwork agreed with the logo designer too. Paying a design invoice does not, by itself, resolve every question about the transfer of copyright. Copyright matters are governed by Slovenia’s Copyright and Related Rights Act (ZASP), so the agreement should cover the necessary uses and adaptations, including use by franchisees.

The result of this review should be an organised file of supporting documents: registrations, assignment agreements, licences and agreements with creators. You will then be able to show prospective franchisees the basis for the right to use the sign.

4. Set out the right to use the trade mark precisely

Slovenia has no dedicated franchising act, separate franchise register or legally prescribed franchise disclosure document. This does not mean there are no rules. The contractual relationship is governed primarily by the Obligations Code (OZ), while trade marks are subject to ZIL-1 or the relevant EU rules. Competition law must also be taken into account. Under the Obligations Code, a licence agreement must be concluded in writing.

The licensing provisions of the franchise agreement should therefore identify the specific trade marks, permitted uses, territory, duration and any restrictions on onward transfer. Define how the marks may be used on signage, packaging, websites, social media and in local advertising. Agree who approves new versions and the timeframe for responding.

Distinguish permission to use the trade mark from a promise of an exclusive trading territory. These are separate issues, but the provisions must be consistent with one another.

5. Assign responsibility and agree how to respond to problems

Appoint someone to monitor registration renewals, changes of ownership and reports of possible infringement. Franchisees should know whom to notify about an imitator or a claim received from a third party. Specify who will lead the response and how costs will be allocated.

Also agree in advance what happens if use of the sign is challenged: a legal review, interim instructions, communication with network members and, if necessary, replacement signage and branding. Do not leave the costs of such a change to vague expectations.

Practical takeaway: before launching your first franchise, check the trade mark’s ownership, validity and scope of protection, and put the licence in writing. Only then should you order signage and promise prospective franchisees the right to use the shared name.