Franchising in Venezuela: how to agree an opening date

Buying a franchise does not mean you can open straight away. Between signing and making your first sale, there are shared tasks, outstanding decisions and costs that can mount up before any revenue comes in. A properly agreed opening schedule helps allocate responsibilities without treating every delay as a breach by the buyer. Before committing, distinguish between three dates: signing, the start of trading and the start of the operating term.

1. Turn the promised date into a verifiable schedule

An estimated opening date given during sales discussions is not the same as a contractual commitment. If the brand says you will be able to start trading quickly, ask it to explain which conditions must be met and which party is responsible for each.

Prepare a schedule to the contract setting out the essential milestones for opening. Simply listing activities is not enough: each milestone needs a responsible party, a date or deadline, and evidence of completion. For example:

• Delivery of design documents: who supplies the plans and specifications needed to fit out the premises.
• Review of works: who checks that the work meets the brand’s requirements.
• Operational readiness: when equipment, tools and trained staff must be available.
• Final checks: who inspects the outlet and what criteria they use to authorise opening.

Identify dependencies too. If you cannot commission an installation until you receive the franchisor’s specifications, your deadline for completing it should be linked to that delivery, rather than solely to the signing date.

Avoid phrases such as ‘to the brand’s satisfaction’ unless they are backed by verifiable criteria. A list of requirements agreed in advance reduces the risk of new demands appearing after you have already invested.

2. Separate opening, the contract term and the start of payments

The contract term may start running from signing, even if the outlet is not yet trading. This should not be confused with the deadline by which you must open. Review the two issues separately.

Ask explicitly: how much actual operating time will I have if opening is delayed? Compare a term that runs from signing with one that runs from the documented opening date. These are options to negotiate, not automatic franchisee rights.

Also request a table showing when each financial obligation begins. Distinguish between the initial franchise fee, fixed fees, technology services and any other charges payable before trading starts. If there are minimum recurring payments, clarify whether they are due even when there are no sales.

The aim is not to recalculate royalties, but to ensure there is no ambiguity about when they become payable. A generic reference to ‘the term of the agreement’ may produce a different outcome from the financial projections you received during sales discussions.

Agree how the opening will be documented too: through a jointly signed record, written authorisation or equivalent evidence agreed by both parties. If there is a trial opening, specify whether it triggers payments and starts the contract term. Do not leave those consequences open to later interpretation.

3. Allocate the consequences of each type of delay

Not all delays have the same cause. The opening schedule should distinguish between delays attributable to the buyer, the franchisor and external circumstances. For each scenario, agree how notice is given, what evidence is retained and how the timetable is updated.

If the franchisor is late in supplying essential information, specify which milestones will be pushed back and how any affected charges will be handled. If the buyer delays an action within their responsibility, define the consequences without automatically extending them to activities outside their control.

Third-party delays require particular care. A contractor’s delay does not necessarily constitute force majeure or automatically release the party that hired them from responsibility. Ask a lawyer to review the wording and its compatibility with the general rules on contractual liability.

Include a cut-off date for reconsidering the project if it cannot open. Set out what happens to money already paid, work completed and commitments made. Do not assume that the initial franchise fee is automatically refundable. The applicable conditions and any costs that may validly be deducted by agreement must be clear.

4. Review the schedule under Venezuelan law

Venezuela has neither a comprehensive franchise-specific law nor a general mandatory pre-contractual disclosure regime equivalent to those found in some other countries. You should therefore not assume that special legislation sets the opening date, suspends charges or guarantees an operating period starting from the first sale.

The contractual relationship is governed by the Commercial Code and the Civil Code, alongside the rules applicable to the particular business activity. Freedom of contract does not allow mandatory legal provisions to be disregarded: the contract does not replace the law.

Have the contract and its opening schedule reviewed together. They must align on dates, responsibilities and consequences. Include a clear rule for resolving inconsistencies between the documents.

Practical conclusion: before signing, secure a binding schedule that identifies who must do what, when payments begin and how each type of delay will be handled. An opening date alone does not protect your investment.