How to Manage Signatures and Schedules in a Franchise Agreement

When preparing to franchise your existing business, which documents are signed and by whom matters just as much as the terms of the agreement. An incorrect company name, an unauthorised representative or a schedule that has not been supplied can leave carefully drafted obligations open to dispute. To establish a credible footing in the franchising community, treat signing not as a last-minute formality but as a controlled process that confirms both parties have accepted the same terms.

1. Reflect the legal framework accurately in the signing process

Türkiye has no dedicated law governing franchise agreements. They are treated as contracts not specifically defined by statute. The Turkish Code of Obligations No. 6098 is relevant to general contractual provisions, while the Turkish Commercial Code No. 6102 governs commercial relationships and the representation of companies. Depending on the subject matter, the Law on the Protection of Competition No. 4054 and the Industrial Property Law No. 6769 also apply.

There is no general requirement specific to franchising to register on a public register, obtain prior authorisation or provide a standard pre-contractual disclosure document. However, this does not remove trade registry requirements or other general obligations. The duties to act in good faith and provide accurate information during negotiations also remain. Voluntary industry codes should not be confused with statutory requirements.

Pay particular attention to formal requirements: the statutory requirement for legal transactions involving industrial property rights to be in writing is relevant to franchise agreements that include a trade mark licence. Do not therefore rely solely on an oral understanding or correspondence. Equally, do not assume that notarisation is always required; ask your legal adviser to check whether the transaction includes any undertaking subject to additional formal requirements.

Build three separate checks into your internal procedure: whether the agreement has been entered into in a legally valid form, whether the signatory has authority, and whether the other party has received the same set of documents. Completing one does not automatically satisfy the others.

2. Verify the contracting party and signing authority

The person conducting negotiations, the investor and the person signing the agreement are not always the same. Before reaching agreement with a prospective franchisee, establish whether the franchisee will be an individual or a company. Do not name a company that has not yet been incorporated as though it already exists; plan incorporation and signing accordingly.

For a company, check its full registered name, registered office address, trade registry details and tax details against up-to-date documents. Then examine the scope of its representatives’ authority. Being a shareholder or manager does not, in itself, mean someone can sign every type of transaction. If joint signatures are required, do not proceed with just one.

Before signing, bring together the following records in the file:

• Up-to-date registry records and relevant documents verifying the parties’ details.
• Records showing how the company may be represented and who will sign.
• A power of attorney covering the transaction, if someone is signing under one.
• A resolution of the relevant company body approving the transaction, where required.
• The name of the person who checked signing authority and the date of the check.

Carry out the same checks for the franchisor. If the trade mark owner and the company signing the agreement are different entities, also verify the basis of the latter’s authority to grant franchises and permit use of the trade mark. This exercise is not simply about collecting signatures; it is about confirming that the right parties are taking on the obligations.

3. Create a single, traceable set of agreement documents

Fee schedules, opening timetables, details of support and standards documents may be prepared by different teams. The main risk is that the version seen by the prospective franchisee differs from the version included in the signing pack. To prevent this, give each schedule a unique name, date and version number, and list it in the main agreement using those details.

Create a schedule register showing each document’s name, version, page count and delivery status. Complete any blank fields in the signing pack and clearly mark those that do not apply. Remove drafting notes and alternative clauses. State clearly which document takes precedence if the agreement and a schedule conflict.

Turning every operational document into a fixed contractual term is not the answer either. Distinguish day-to-day operating instructions from terms that create fee or investment obligations. Specify which documents may be updated, the procedure for doing so and how changes will be communicated. Updating the manual should not be used as a way to add unlimited new financial obligations with no basis in the agreement.

For example, if a particular technical support package was offered during negotiations, make its scope clear in the schedule to be signed. At the final review, compare the agreement documents with the commitments made in promotional materials and presentations. Explain any differences before signing and document what has been agreed; do not rely solely on a general statement of acceptance.

4. Apply a completion check for signing, delivery and archiving

Before signing, put the document pack through a single review checkpoint covering legal, operational and financial matters. These teams are not there to rewrite the same text, but to confirm that the legal terms, support commitments and payment records are consistent. Once the final version is approved, lock the file and require fresh approval for any changes.

If using wet-ink signatures, check that the copies and schedules to be given to each party are identical. For electronic signing, verify the method used: a secure electronic signature under the Electronic Signature Law No. 5070 is not the same as a scanned image of a signature. Assess any statutory exceptions and specific formal requirements separately, according to the nature of the transaction.

Once signing is complete, provide each party with the full document pack and record its delivery. Link the signed agreement, schedules, authority documents and delivery records in your archive. Do not overwrite the original file with later changes; retain them as separately dated amendment documents.

Practical takeaway: Before signing your first franchise agreement, prepare a one-page completion checklist: the correct parties, verified authority, finalised schedules, an appropriate signing method and documented delivery. Do not treat the file as complete until all five checks have been satisfied.