Franchise law in Europe: disclosure rules by country

Franchise law in Europe works on two levels. The EU sets competition rules for franchise agreements through Commission Regulation (EU) 2022/720, while pre-contractual disclosure is regulated by each country. France, Italy, Spain, Belgium and the Netherlands fix a minimum period between handing over information and signing; Sweden requires written information in good time before signing; Germany, Poland, Estonia and Lithuania have no franchise disclosure statute and rely on general civil-law duties during negotiations. A franchisor selling in several countries needs one disclosure package adapted per market.

This page is an overview for franchisors planning their documents. It is current as of the review date above and it is no substitute for advice from a lawyer in the franchisee's country, who drafts and signs off the documents.

EU level: Regulation 2022/720 and the Guidelines

Regulation (EU) 2022/720, the Vertical Block Exemption Regulation (VBER), has applied since 1 June 2022 and expires on 31 May 2034. It exempts vertical agreements from the ban on anti-competitive agreements when both supplier and buyer have a market share of no more than 30% and the agreement contains no hardcore restrictions. For franchising, the points that matter most:

• Resale prices. The franchisor may recommend prices or set maximum prices. Fixing a minimum resale price is a hardcore restriction.
• Non-compete during the term. Exempted for up to five years. Under the 2022 Guidelines (para. 248) a clause that renews tacitly beyond five years can stay covered if the franchisee can effectively renegotiate or end it with reasonable notice and at reasonable cost.
• Post-term non-compete. Allowed for up to one year, limited to the premises from which the franchisee operated and indispensable to protect know-how transferred by the franchisor.
• Know-how. Defined as practical information that is secret, substantial and identified.

The Commission's Guidelines on vertical restraints add that obligations necessary to protect the franchisor's know-how and the common identity of the network can fall outside the competition ban altogether. Details on drafting these clauses are in our guide to the franchise agreement.

Country table

What the main regimes have in common

Reading the laws side by side, the same five information blocks recur:

1. Who the franchisor is. Legal entity, registration, experience, management.
2. The network. Number of units, other franchisees, how the network has developed.
3. Money. All fees, required investments, and in the Netherlands financial data on the location or comparable units.
4. Obligations. Purchase obligations, standards, non-compete during and after the term.
5. The agreement. Term, renewal, termination and its financial consequences, dispute resolution.

If you prepare these five blocks once, with sources for every figure, the lawyer in each country can assemble the local document faster. That preparation is part of our franchise development work.

Country notes

France

Art. L330-3 applies to any agreement in which a party provides a trade name, mark or sign in exchange for an exclusivity or quasi-exclusivity commitment. The document and the draft contract must be delivered at least twenty days before signing or, where a sum is demanded in advance, before that payment. The content of the document is listed in art. R330-1.

Italy

Law 129/2004 is the most demanding on substance. Art. 3 requires the franchisor to have tested its formula on the market before building a network, and fixed-term contracts must last long enough to recover the investment and at least three years. Art. 4 requires the full contract to be delivered at least thirty days before signing.

Spain

Art. 62 of Ley 7/1996 sets the 20-day period before signing any franchise contract or pre-contract, or before the franchisee makes any payment. Real Decreto 201/2010 lists the content and speaks of twenty working days. Plan for the longer reading.

Belgium

Book X of the Code of Economic Law covers all commercial partnership agreements, a wider group than franchising. The information document and draft agreement are handed over at least one month before signing (art. X.27), and the content rules in art. X.28 were revised in 2024. Ask Belgian counsel for the current list of mandatory sections.

Netherlands

The Dutch rules, in Title 16 of Book 7 of the Civil Code, go further than disclosure. During the four-week period the franchisor may not change the draft to the franchisee's disadvantage, conclude the agreement or push the candidate to make payments or investments linked to it. A confidentiality agreement is the exception. The law also requires financial data on the planned location, or on comparable units with an explanation of why they are comparable, as far as the franchisor or its group has them.

Sweden

The Swedish act lists eight items that the written information must cover at minimum, from fees to non-compete and dispute costs, and asks that it be clear and understandable.

Poland and Germany

Neither country has a franchise statute, so candidates' lawyers rely on general civil law and case law on pre-contractual duties. German case law places a duty on the franchisor to inform about facts that only the franchisor knows and that matter for the decision. The Polish market is covered separately in franchising in Poland.

The EFF Code of Ethics

The European Code of Ethics for Franchising, published by the European Franchise Federation, applies to members of its national associations. Three provisions shape the documents we prepare:

• the franchisor shall have operated the concept with success in the relevant market for at least one year and in at least one pilot unit (see pilot unit);
• recruitment advertising shall be free of ambiguity and misleading statements;
• candidates receive a copy of the Code and full and accurate written disclosure within a reasonable time before signing.

Practical consequences for your plan

• Build your timeline around the longest period in your target countries; Italy's 30 days and the Dutch four-week standstill are the usual constraints.
• Take no deposit before the period ends. France and Spain require the information before any advance payment, and the Netherlands bars pushing candidates to pay or invest during the period.
• Keep one source file for every figure in the disclosure, the sales deck and the fees and royalties model.
• When selling through a master franchise, agree who carries disclosure duties towards sub-franchisees.

Get the business content ready

We prepare the business content of the disclosure document for each target country and hand it to your local franchise lawyer. Start with a paid 30-minute consultation (100 €) or a written review of your documents (from 200 €). The full package is described on the franchise development in Europe page.