How to Verify the Right to Use a Trade Mark When Buying a Franchise

One of the main benefits of joining a franchise network is the right to use a brand that customers recognise. However, you cannot simply assume that the company making the offer owns the trade mark or has the authority to let others use it. Before spending money on signage, fit-out and opening costs, review trade mark ownership, the chain of authority and the contractual provisions that will protect you if your right to use the mark is interrupted.

1. Check the trade mark registration separately from the company name

A company’s registration in the trade register does not establish that it owns the trade mark it is offering. A registered company name, domain name, social media account and trade mark rights are separate matters. A logo displayed on a website or a name used on shopfronts is not, on its own, sufficient evidence of ownership.

Ask the franchisor for a list of the trade marks you will use. The list should identify the word mark, logo and other key public-facing brand identifiers separately. For each one, it should specify the application or registration number, rights holder, goods and services covered, and current status.

Then check the records held by the Turkish Patent and Trademark Office (TÜRKPATENT) with a trade mark attorney. In particular, seek answers to the following questions:

• Does the document provided relate to a completed registration or an application that is still pending?
• Is the company named in the contract listed as the rights holder, or is another person or company listed?
• Does the protection cover the goods and services your business will offer?
• Does the current logo you are expected to use match the trade mark record being reviewed?
• Are the registration status and renewal details up to date?

Do not treat registration in another country as evidence of protection in Turkey. Ask for separate verification of national or international protection covering Turkey. Nor should you regard a pending application as offering the same level of certainty as a completed registration.

2. Trace the chain of authority from the trade mark owner to you

The offer may come from a Turkish representative, a group company or a master franchisee rather than directly from the trade mark owner. This structure is not inherently problematic. What matters is whether the party you will sign with can actually grant the rights it promises.

If the trade mark owner and the company making the offer are different, have the relevant provisions of their licence or master franchise agreement reviewed. Commercially sensitive sections may be redacted, but the rights holder, territorial coverage for Turkey, duration, authority to sublicense and termination provisions must remain clear. A general letter describing the company as an ‘authorised representative’ may not address all these points.

The key check is not just whether authority exists, but how far it extends. The company may be entitled to use the trade mark in its own outlets, but its authority to grant the same right to independent operators needs separate scrutiny. Similarly, a licence limited to certain activities may not cover your business model.

Compare the contract terms as well. If the proposed franchise term extends beyond the period of authority under the underlying agreement, ask what arrangements will ensure continuity. An expectation that the underlying agreement will be renewed is not the same as an existing right. You may wish to seek direct confirmation from the trade mark owner or a suitable continuity arrangement, but remember that neither is an automatic entitlement.

3. Turn the legal framework into specific contractual safeguards

Turkey has no dedicated franchise law governing franchise agreements as a standalone category. Nor is there a general requirement for a franchise-specific pre-contract disclosure document or registration in a franchise register. This does not mean that trade mark use falls outside legal scrutiny.

Relevant legislation includes the Turkish Code of Obligations No. 6098 for contractual obligations, the Turkish Commercial Code No. 6102 for commercial relationships, and the Industrial Property Law No. 6769 for trade mark rights and licensing. The Law on the Protection of Competition No. 4054 must also be considered in relation to contractual restrictions on competition. General rules on good faith and liability apply regardless of the absence of a franchise-specific disclosure requirement.

Ask your lawyer to ensure that the trade mark provisions go beyond simply stating that you ‘may use the trade mark’. The contract should clearly identify which marks you may use, for which activities and for how long. The permitted forms of use on signage, packaging, local advertising and online accounts should also be clear.

The contract should also include the franchisor’s representation that it holds the necessary authority, its obligation to disclose known disputes, and a procedure for notifying you of subsequent changes to that authority. These clauses do not replace document checks; they ensure that the position verified during those checks is reflected in the contract.

4. Establish who bears the costs if use is interrupted

A challenge to trade mark rights, the expiry of a licence or termination of the underlying agreement could affect your signage and your ability to trade. You should therefore assess not only the authority in place on opening day, but also the possibility that your use of the mark could be interrupted.

The contract should explain the notification requirements, coordination of the legal defence and allocation of costs in such circumstances. A contract cannot override the trade mark owner’s rights or court orders, but the parties can allocate the financial consequences between themselves within legally permissible limits.

Use a concrete scenario in negotiations: if a problem with the franchisor’s authority means your signage must be changed, who will pay for replacement signs, packaging, advertising and materials that can no longer be used? Will fees continue to accrue while trading is suspended? If the problem cannot be resolved, what termination and refund provisions will apply?

Do not leave the answers as verbal promises. Keep dated copies of the documents supporting your right to use the trade mark, and have their validity checked again before signing. Practical takeaway: do not commit to irreversible, brand-specific expenditure until the trade mark registration, chain of authority and responsibilities in the event of an interruption have all been clarified.