Franchising in Spain: avoid inconsistencies in your documents

When franchising an existing business, having a well-written agreement, operations manual and franchise prospectus is not enough. All three must describe the same business model. If each document promises something different, unexpected costs, conflicting expectations and avoidable disputes can arise. Before bringing people into your franchise network, it is worth reviewing your documents for consistency: checking that every commitment has a clear scope and can be delivered in practice.

1. Identify which documents actually define your offer

Your review should go beyond the agreement. Gather your pre-contractual information, its annexes, the operations manual, financial fact sheets, training programme and sales proposals used with prospective franchisees. Include any written responses clarifying specific terms.

The aim is not for every document to repeat the same information, but to ensure that none contradicts another. The agreement may set out an obligation and the manual explain how to fulfil it; problems arise when the manual introduces a financial burden that does not appear in the terms previously communicated.

Prepare a simple inventory with four details for each document:

• Name and purpose.
• Person responsible for keeping it up to date.
• Date and version number.
• Intended recipients and when it is provided.

Remove outdated versions from your sales folders, but retain an archive. This will help you distinguish between the current model and what each prospective franchisee actually received. Keeping this audit trail is a recommended organisational practice, not an official franchise register.

2. Cross-check commitments, costs and responsibilities

Create a review table with one row for each key topic: training, support, IT tools, purchasing, premises branding and reporting requirements. Add columns for the sales proposal, pre-contractual information, agreement and manual.

In each cell, note what is offered or required. Then work through these questions:

• Who does what? Distinguish between the franchisor’s tasks and those assigned to the franchisee.
• Who pays? Separate included services from those charged for separately.
• When is it delivered? Avoid having one document promise immediate availability while another makes the service subject to later scheduling.
• What limits apply? Specify who is covered, how services are delivered and any exclusions where relevant.

For example, the prospectus might advertise initial training as included, while the agreement makes the franchisee responsible for travel and accommodation. This is not necessarily a contradiction, but it is an ambiguity that needs resolving by explaining what ‘included’ means.

Another example: the proposal offers on-site support during opening, while the agreement only provides for remote assistance. Changing a word is not enough here: you need to decide which service you can deliver and reflect that decision consistently.

3. Check legal compliance rather than relying on a catch-all clause

In Spain, the specific legal framework includes Article 62 of Law 7/1996 on the Regulation of Retail Trade and Royal Decree 201/2010 of 26 February. The latter requires pre-contractual information to be provided in writing, to be truthful and not misleading, and to be supplied at least twenty working days before the agreement or preliminary agreement is signed, or before the prospective franchisee makes any payment to the franchisor.

The required information includes the characteristics of the franchise, ongoing support, estimated investment and start-up costs, and the essential terms of the agreement. A document review therefore cannot simply check that the agreement is well written: it must also establish whether the terms communicated enable the prospective franchisee to make an informed decision.

The Royal Decree also identifies ongoing commercial or technical assistance as a component of the franchise relationship. Promising ongoing support without defining a service you can realistically deliver creates a mismatch between the offer and its implementation.

Do not assume that a clause giving the agreement precedence will resolve every discrepancy. Its effect must be assessed alongside the Spanish Civil Code’s general rules on contracts, interpretation and good faith. If you change material terms after providing the information, seek a legal review of the updated content and timetable before signing or accepting payment.

4. Require document sign-off before each agreement is signed

Appoint someone to coordinate the review, even if operations, finance and legal advisers are all involved. Each should approve their own area: the capacity to deliver services, costs and contractual provisions.

Before approving a new franchisee’s entry into the network, check that:

• The documents supplied have identifiable version numbers.
• Any individually agreed terms are recorded in the appropriate documents.
• No discrepancies concerning payments or services remain unresolved.
• Evidence of delivery and the relevant dates is retained.

Do not turn this review into an endless audit. Use a short issues list, with an owner and a resolution date for each item, and prevent signing while issues affecting essential obligations remain unresolved.

Practical takeaway: before franchising, trace every promise from the sales proposal through to the agreement and operating procedure. If its meaning changes along the way, correct it before welcoming the next member into your network.