Pre-contractual franchise information: what to ask for in Spain

Before joining a franchise network, you need more than a sales presentation. Pre-contractual information allows you to assess the proposal before making any commitments. In Spain, providing it is a legal obligation: knowing what it must contain, when you should receive it and how to keep a record helps you make an informed decision without rushing and spot gaps before signing or paying.

1. Know your right to receive information in advance

Article 62 of Law 7/1996 on the Regulation of Retail Trade and Article 3 of Royal Decree 201/2010 of 26 February govern the information that must be provided to anyone considering buying a franchise.

The franchisor or master franchisee must provide this information in writing, truthfully and without misleading statements, at least twenty working days before any of the following:

• Signing the franchise agreement.
• Signing a preliminary franchise agreement.
• Making any payment from the prospective franchisee to the franchisor.

It is therefore not enough to provide the documents twenty days before the final agreement if a payment or preliminary agreement is planned earlier. The timetable must take account of whichever event is due to happen first.

This documentation is often called a pre-contractual information document or pack, abbreviated in Spanish to DIP. What matters is not its name or design, but its content and how far in advance it is provided. A promotional brochure is no substitute for the information required by law.

2. Check the contents using a checklist

Divide your review into sections. You do not need to resolve every issue on your first reading, but you should identify what is missing and what needs clarification.

Identity and experience. The documents must include the franchisor’s identifying details and, where applicable, its company registration and share capital information. They must also explain its experience: when the business was established, the main stages in its growth and the development of the network. Where a master franchisee is involved, certain information about its franchisor must also be provided.

Trade mark and business activity. The documentation must provide evidence of current ownership of, or a valid licence to use, the trade mark in Spain, and disclose any legal challenges that could affect its ownership or use. It must also describe the business activity.

Operations and investment. It must include a general explanation of the franchise system, the nature of its know-how, the ongoing commercial or technical support available, and an estimate of the investment and costs needed to launch a typical outlet. This estimate will not necessarily match the budget for your own premises.

Network composition. Review the information about the network’s structure and size in Spain, its company-owned and franchised outlets, and the franchisees that have left during the past two years. It should state whether they left because their agreements expired or for other reasons.

Key terms. The information must cover both parties’ rights and obligations, the agreement’s duration, termination and possible renewal, financial obligations, exclusivity arrangements and restrictions on your freedom to sell or transfer the business.

If sales or earnings forecasts are provided, the Royal Decree requires them to be based on sufficiently substantiated experience or studies. Ask for an explanation of the basis for these forecasts; do not treat them as guaranteed profits.

3. Keep evidence of delivery and plan the timetable

Keep the delivery email, its attachments and their dates. If you access the documents through a platform, download a copy and save any available evidence of when they were made available to you. A folder whose contents change without an audit trail makes it harder to establish what you actually received.

Create a simple log with four columns: document, version, date received and outstanding questions. Send your questions in writing and file the answers alongside the relevant document.

Do not confuse twenty working days with twenty calendar days. Before setting a signing or payment date, ask your adviser to confirm how the period should be calculated and allow time to review the answers.

If you receive incomplete documentation or significant changes, ask for the timetable to be reviewed. Do not assume that the initial delivery remedies every subsequent shortcoming, or that every amendment automatically restarts the period: the significance of the changes and compliance with the disclosure obligation will need to be assessed.

4. Do not confuse acknowledgement of receipt with approval

An acknowledgement of receipt should accurately record what was delivered and when. Do not sign a statement claiming that you have received missing appendices or that documents were provided with the required notice when they were not.

Also check whether the document contains additional commitments. Something presented as a simple acknowledgement of receipt may include acceptance of terms or statements of agreement that warrant a separate review.

If information is missing or you are being pressured to proceed, set out the gaps and ask to postpone signing or payment. A failure to meet disclosure obligations does not, by itself, mean that an agreement is automatically void or that every payment can be recovered; the consequences require a case-by-case assessment.

Practical conclusion: before committing, gather a complete, dated copy of the information, resolve any significant questions and check the statutory notice period. Receiving the documents should mark the start of a genuine review period, not merely a formality before signing immediately.