Buying a franchise: how to choose an independent adviser

Before joining a franchise network, it is worth having someone unconnected with the sale review the commitments you are about to make. But simply hiring an adviser is not enough: you need to know whom they represent, what they will check and what falls outside their remit. Choosing the right support helps turn scattered concerns into a documented decision, without mistaking a sales recommendation for an independent review.

1. Distinguish between a broker and your adviser

A broker can help you find brands and arrange meetings. An adviser you appoint should assess the transaction with your interests in mind. Both roles can be useful, but they are not interchangeable: anyone paid for securing a signed agreement has an incentive you need to understand.

Before sending documents or accepting a quote, ask the following questions in writing:

• Who pays their fees, and will they receive any commission if you buy?
• Do they have any agreements with the brand to recruit prospective franchisees?
• Have they worked for the franchisor or any related companies?
• Will they receive payment for recommending finance, insurance or other services?
• What procedure do they follow if a conflict of interest arises?

A previous relationship does not automatically invalidate their advice, but you need to assess its significance. If the adviser also acts for the other party, ask for a clear explanation of whether they can accept your instructions and what limits would apply. Independence must be checked, not inferred from a sales presentation.

2. Check experience and allocate responsibilities

Look for practical experience of reviewing franchise agreements for buyers, rather than just preparing documents for franchisors. Ask advisers to explain, without disclosing confidential information, the problems they commonly identify and how they turn those findings into negotiating proposals.

If you appoint a lawyer, check their professional status and registration with the relevant bar association. Also ask who will do the work: the person named in the proposal is not always the one who will review the schedules or attend meetings.

Legal and financial reviews require different expertise. A lawyer can identify contractual obligations and risks; an economist or financial adviser can assess assumptions and funding requirements. Neither replaces a technical inspection of the premises where one is needed.

Avoid giving a vague instruction simply to ‘review the franchise’. Assign responsibility for each task and establish who will bring the findings together. If several professionals are involved, authorise them to share the necessary documents and request a single list of outstanding issues. This helps prevent everyone from assuming that a particular check is someone else’s responsibility.

3. Insist on a review tailored to Spanish rules

Spain does have legislation governing specific aspects of franchising. Article 62 of Law 7/1996 on the Regulation of Retail Trade (Ley de Ordenación del Comercio Minorista) and Royal Decree 201/2010 set out pre-contractual disclosure obligations. Franchise agreements are also subject to general civil and commercial contract law, as well as other provisions applicable to their terms.

The Royal Decree requires truthful, non-misleading written information to be provided at least twenty working days before the contract or preliminary agreement is signed, or before the prospective franchisee makes any payment to the franchisor. Appointing an adviser does not replace that obligation or allow the deadline to be disregarded.

Ask the adviser to check the legislation currently in force rather than rely on outdated templates. For example, the former national requirements to notify the Register of Franchisors were abolished in 2018; an old guide is not enough to establish what the brand must comply with today.

The agreed scope of work should include checking the documents received, their dates and any discrepancies between the offer, the agreement and its schedules. Do not mistake this work for certification that the investment will be profitable: the adviser should specify what they are verifying and what information underpins their conclusions.

4. Agree deliverables, fees and how to reach a final decision

Request an engagement letter specifying the documents covered, the timetable, fees, taxes and additional expenses. Clarify how many versions of the agreement the adviser will review, whether they will negotiate with the franchisor, and what meetings or amendments beyond the original scope will cost.

As a minimum, ask for:

• A short report ranking risks by importance.
• A list of outstanding documents or answers.
• Specific proposed amendments and the reasons for them.
• A clear distinction between verified facts, the brand’s statements and assumptions.
• A review of the final version if changes are made.

Be as wary of unqualified approval as of an endless list of warnings with no indication of priorities. The report should help you distinguish between matters that must be resolved before you commit, points you can negotiate and risks you would knowingly accept. Keep the supporting documents and responses alongside the final report.

Practical conclusion: before appointing an adviser, insist on clarity about independence, scope, price and deliverables. Before signing the franchise agreement, check that the important issues have either been resolved or identified as risks you understand and can accept.