Franchise Agreement System in Spain
Franchise agreement in Spain
Buying into a success franchise can be a smart financial option for people looking to move to Spain or for people already living in Spain.
Investors interested to sign a franchise agreement are advised to study the requirements of such contracts; the Consulta Franquicias team of Spanish lawyers and consultants specialized in franchises, can offer assistance for transaction a contract in Spain.
Spain does not have a specific franchise law. Instead, Spanish franchise law is a set of several laws and regulations that apply to the various different aspects of franchising. However, there are no laws that specifically encourage franchising.
Franchising agreements are subject to the civil and commercial law general principles of contract. In default of specific contractual provisions contained in the franchise agreement, the provisions on obligations and contracts of the Commercial Code and the Civil Code apply. Relevant international treaties may also apply to choices of law and jurisdiction.
Contractual and post-contractual competition restrictions and covenants are regulated by the Competition Act (Ley 15/2007, of 3 July, de Defensa de la Competencia) as implemented by Royal Decree 261, of 22 February 2008, and Regulation (EU) 330/2010 on the application of Article 101(3) of the TFEU to categories of vertical agreements and concerted practices (Vertical Restraints Block Exemption), as interpreted by the EU Guidelines on vertical restraints.
Dealings with local agents to promote franchise sales or to seek franchisees based on a monetary payment or commission are subject to the Agency Act (Ley 12/1992, de 27 de mayo, sobre contrato de agencia), which is a transposition into Spanish law of Directive 86/653/EEC on self-employed commercial agents.
Contractual disputes and contentious competition issues will be enforced by the relevant courts, whereas non-contractual issues will be enforced by the relevant government agencies.
According to the applicable legislation, the franchise contract does not have to respect a certain model, but is should be drafted in such a manner that will respect the provisions of the Competition Law.
Finally, Consulta Franquicias provides an overview of the main practical issues concerning local franchising in Spain, including: current market activity; franchising regulatory framework; contractual issues relating to franchising agreements (analysing pre-contract disclosure requirements, formalities, parties’ rights and obligations, fees and payments, term of agreement and renewal, termination and choice of law and jurisdiction); Operations Manual; liability issues; intellectual property; real estate; competition law; employment issues; dispute resolution; exchange control and withholding; and proposals for reform.
If you are interested to receive more details on the franchise agreement in Spain can address to www.consultafranquicias.es and you can also visit our social networks.