Pre-contractual franchise information in Spain

Joining a franchise network requires more than trusting a sales presentation. Before signing or handing over money, you need written information that allows you to assess the commitment. This guide explains how to review pre-contractual information in Spain, what to verify and what to do when documents are missing or you feel pressured to pay a reservation deposit.

1. Understand the waiting period before paying or signing

Spain has specific rules: Article 62 of Law 7/1996 on Retail Trade and Royal Decree 201/2010 of 26 February set out the franchisor’s pre-contractual disclosure obligations.

Article 3 of the Royal Decree requires truthful, non-misleading written information to be provided at least twenty working days before you sign any franchise contract or preliminary agreement, or make any payment to the franchisor. Providing a brochure on the day of signing is not enough.

This also applies to a reservation payment linked to the future franchise: calling it a ‘deposit’ does not circumvent the waiting period. Before transferring money, check who will receive it, what it is for and which document governs it.

Ask for a record of the delivery date and the files supplied. If you are unsure how the period is calculated, seek legal advice and allow extra time: do not turn the statutory minimum into a deadline for your decision.

2. Check the content, not the document’s title

The information may be presented in an information pack with appendices. What matters is not its design, but whether it explains the matters required by law. Review the following areas:

• Franchisor’s identity: legal or company name, address, registration details where applicable and share capital as appropriate. Identify which entity will sign the agreement with you.
• Trade mark rights: evidence of ownership or a licence to use the trade mark in Spain, how long those rights remain valid and any legal proceedings that could affect them.
• Experience and business activity: the franchisor’s track record, the development of the franchise network and a general description of the business activity.
• Business model and support: the system’s characteristics, the know-how to be transferred and the commercial or technical assistance you will receive.
• Estimated investment: the investment and expenditure needed to open a typical outlet.
• Network structure: company-owned and franchised outlets, their locations, and information about franchisees who have left the network over the past two years and why they left.
• Essential contract terms: rights and obligations, term, termination, renewal, payments and restrictions on your freedom to sell or transfer the business.

Also request the full draft agreement and any appendices needed to assess your obligations. This is a recommended due diligence step, not a substitute for the mandatory pre-contractual information.

3. Check claims against evidence

Turn the information pack into a checklist. For each important claim, note which document supports it and which questions remain unanswered.

Check the company at Spain’s Commercial Registry (Registro Mercantil) and trade mark rights in the relevant registers, such as those of the Spanish Patent and Trademark Office (OEPM) or the European Union Intellectual Property Office (EUIPO). If the trade mark belongs to another entity, request documentary clarification of the franchisor’s authority to permit its use.

Speak to current franchisees and, where possible, former members of the network. Ask about the training they received, the availability of support and any costs they had not anticipated. These conversations complement the documents; they do not replace a legal or financial review.

Registration in the former Register of Franchisors is no longer a mandatory accreditation. Royal Decree-Law 20/2018 abolished the national notification requirement and the associated registration system. An old registration does not, on its own, demonstrate a brand’s current financial standing or quality.

4. Distinguish forecasts from guarantees

If the franchisor provides sales or earnings forecasts, Royal Decree 201/2010 requires them to be based on sufficiently substantiated experience or studies. This does not mean that your profitability is guaranteed.

Ask to see the assumptions: location, floor area, how long the outlets analysed have been trading, staffing requirements and the costs included. Check whether the figures account for the owner’s remuneration, franchise fees, advertising, rent and financing.

Ask for historical data and estimates to be clearly distinguished. An average drawn from established outlets may be of little use when forecasting the first few months of a new opening. Have an independent adviser review those assumptions before using them to apply for a loan.

5. Resolve information gaps before committing

Send outstanding questions in writing and keep the replies alongside each version of the information pack. If significant changes arise, request updated documents and advice on how they affect the waiting period before signing.

A failure to meet disclosure obligations does not automatically make the contract void or entitle you to a refund of everything paid: the consequences depend on the circumstances and the general rules that apply, including Spain’s Civil Code. Nor should you assume that you will have the cancellation rights associated with a consumer purchase, since you are entering into the agreement to run a business.

Practical conclusion: do not pay to buy yourself time to review the opportunity. Obtain the information first, verify it and make your decision only once you understand the obligations you will be taking on.