For franchisors and franchisees who wish to legally structure their formula, collaboration, and position under the Franchise Act.
Franchising revolves around a proven formula that an independent entrepreneur operates under the name and working methods of another. Since 2021, the Franchise Act (Articles 7:911 to 7:922 of the Dutch Civil Code) imposes strict requirements on pre-contractual information, amendments, goodwill, and non-compete clauses. Our lawyers and in-house counsel assist both the scaling group and the individual franchisee — with practical and legally sharp expertise.
Lawyers and in-house counsel franchise in one team.Practical specialist legal assistance for entrepreneurs.
For franchisors and franchisees — from corporations to the baker on the corner.Practical specialist legal assistance for entrepreneurs.
At home with the Franchise Act (Articles 7:911 to 7:922 of the Dutch Civil Code)Practical specialist legal assistance for entrepreneurs
Specialist advice franchise from €155 per hour excl. VAT.Clarity regarding the roadmap, approach, and next steps.
We worked for, among others:
We worked for, among others:
Expertise within Franchise Legal Advice
Franchising revolves around a proven formula that an independent entrepreneur operates under the name and working methods of another. Since 2021, the Franchise Act (Articles 7:911 to 7:922 of the Dutch Civil Code) imposes strict requirements on pre-contractual information, amendments, goodwill, and non-compete clauses. Our lawyers and in-house counsel assist both the scaling group and the individual franchisee — with practical and legally sharp expertise.
Termination of franchise formula
The end of a franchise relationship is the most legally sensitive moment. This is when termination, goodwill compensation, the non-compete clause, and the settlement of inventory and investments all converge. We advise and litigate for both franchisors and franchisees regarding the termination of individual franchise agreements and the termination of entire franchise systems. Our lawyers and in-house counsel are familiar with the Franchise Act and the practice of termination disputes.
A conflict within a franchise relationship often involves more than just the legal dispute: it affects the collaboration, revenue, and continuity of the business. We advise and litigate for franchisors and franchisees in disputes regarding the interpretation of the agreement, fees, forecasts, amendments, termination, and goodwill. Our lawyers and in-house counsel are familiar with the Franchise Act and, where possible, opt for a workable solution, keeping the litigation position clearly in mind.
Conflicts within a franchise system often affect not just one franchisee, but the entire chain. We advise and litigate in disputes between franchisors and franchisees, both in individual cases and in collective representation through a franchise council or representative association. Our lawyers and in-house counsel are familiar with the Franchise Act, consultation and consent rights, and the dynamics of class action.
The retail and supermarket sectors feature some of the largest and most elaborate franchise formulas in the Netherlands. This brings with it its own set of challenges: purchasing obligations, shelf and assortment agreements, online sales, location and lease, and the relationship between company-owned branches and franchise locations. We advise franchisors and franchisees in the retail and supermarket sectors on the legal aspects of the formula, the contract, and disputes.
The tighter a franchisor manages the franchise system, the greater the risk that the relationship with the franchisee will be legally viewed as an employment contract or fictitious employment. This has far-reaching consequences for payroll tax, social security contributions, protection against dismissal, and liability. We advise franchisors and franchisees on this risk, on the structuring of the franchise system, and on how to defend themselves should the Tax Authorities or a franchisee invoke an employment relationship.
In many franchise systems, the franchise and the lease of the business premises are inextricably linked. Often, the franchisor is the main tenant or owner, while the franchisee subleases. This link entails specific risks, particularly upon termination. We advise franchisors and franchisees on the interplay between the franchise agreement and commercial tenancy law, as well as the consequences of changes, transfers, and termination.
Before you sign or renew a franchise contract, we check it for risks and compliance with the Franchise Act. For franchisors and franchisees alike, from international corporations to the baker on the corner.
A franchise agreement determines your rights and obligations for years to come. Our lawyers and (corporate) legal experts ensure that your contract complies with the Franchise Act (7:911-922 BW) and is balanced, whether you are an international group or the baker on the corner.
The Franchise Act has enshrined consultation between franchisor and franchisees and granted franchisees a right of consent regarding significant changes. We advise franchisors on a careful and legally sound consultation process, and franchisees and franchise councils on their rights, the structure of collective consultation, and the exercise of the right of consent.
The value of a franchise formula lies in its intellectual property: the brand, the trade name, the corporate identity, the know-how, and the formula concept. Anyone who fails to properly protect and license these rights exposes the core of the formula. We advise franchisors on the protection and licensing of their IP, and franchisees on their usage rights and their position at the end of the agreement.
Anyone taking a franchise formula across the border, or bringing a foreign formula to the Netherlands, has to deal with multiple legal systems simultaneously. We advise franchisors, master franchisees, and area developers on cross-border franchising regarding choice of law, choice of forum, the application of mandatory Dutch law, and the structuring of international franchise organizations.
A franchise organization looking to grow, professionalize, or manage risks would do well to have its legal foundation periodically reviewed. We conduct legal investigations within franchise organizations: an audit of agreements, formula documentation, compliance with the Franchise Act, and antitrust via competition law. In this way, we identify risks before they lead to conflicts or claims.
A franchise formula thrives on uniformity, but competition law sets limits on what a franchisor may impose. Price agreements, exclusive purchasing obligations, territorial protection, and online sales restrictions can conflict with the cartel prohibition. We advise franchisors and franchisees on the competition law limits of the formula, the application of the Vertical Contracts Block Exemption, and the risk of nullity and fines.
The non-compete clause is one of the most contested clauses in franchising. The Franchise Act sets strict limits on a non-compete clause that applies after the termination of the agreement. We advise franchisors on a valid and sustainable clause, and franchisees on whether the clause to which they appear to be bound is legally valid and does not unnecessarily restrict their entrepreneurship.
A strong franchise formula begins with a well-thought-out legal structure: the agreement, the manual, the pre-contractual information, and the brand position. Furthermore, a formula that aims to grow must be adaptable within the limits of the Franchise Act. We advise franchisors on establishing a new formula and on legally modifying an existing one.
For many franchisees, the forecast forms the basis of their decision to join. When actual revenue falls far short, the question arises as to whether the forecast was sound and who is responsible. We advise franchisors on providing responsible forecasts, and franchisees who wish to rely on a flawed forecast, with misrepresentation and damages as a possible outcome.
The Franchise Act has strictly regulated the phase preceding the conclusion of the agreement. The franchisor must inform the prospective franchisee in a timely and complete manner and observe a standstill period of four weeks. We advise franchisors on the correct fulfillment of these obligations and franchisees on their rights when they have been informed incompletely or incorrectly.
In addition to the non-compete clause, the franchise includes the non-solicitation clause, which prevents the franchisee from approaching the formula's clients or business relations after the termination of the agreement, and the anti-poaching clause aimed at personnel. These clauses also fall under the strict limits of the Franchise Act. We advise franchisors on valid clauses and franchisees on their scope after the termination of the agreement.
For many franchisees, the business is their retirement fund. However, the sale or transfer of a franchise business is subject to its own set of rules: the franchisor's rights of consent or approval, preferential rights, the position of goodwill, and the non-compete clause. We advise franchisees on sales and franchisors on the assessment of a transfer, with goodwill compensation being a recurring point of contention.
The Franchise Act imposes a series of mandatory legal obligations on the franchisor: pre-contractual information, a standstill period, annual consultation, consent to amendments, a goodwill arrangement, and limits on the non-compete clause. We advise franchisors on the correct compliance with these obligations, and franchisees on whether their franchisor is complying with the law.
The Franchise Act not only imposes obligations on the franchisor but also grants the franchisee rights and duties. What do you need to investigate yourself before signing, what information can you expect, to what extent are you bound during the term, and what protection does the law offer? We advise franchisees on their position, their obligations, and their rights, from the pre-contractual phase to termination.
What is franchising and what does the Franchise Act regulate?
In a franchise, an independent entrepreneur (the franchisee) operates a proven formula under the name and method of operation of another party (the franchisor), in exchange for remuneration. Since January 1, 2021, the Franchise Act has been in effect, included in Book 7, Title 16 of the Dutch Civil Code (Articles 7:911 to 7:922 BW). This Act primarily protects the dependent position of the franchisee and is mandatory law: deviation to the detriment of a franchisee established in the Netherlands is not permitted (Article 7:922 BW).
Our lawyers and in-house counsel assist both sides of the table — from the international corporation rolling out a formula to the baker on the corner joining as a franchisee. Practical and approachable, yet legally sharp.
Pre-contractual information and the standstill period
Before concluding the agreement, the franchisor must inform the franchisee in a timely and complete manner (Article 7:913 of the Dutch Civil Code): regarding the draft agreement, the financial data, the requested investments, and the manner of consultation. 'Timely' means at least four weeks before signing. During this so-called standstill period (Article 7:914 of the Dutch Civil Code), the franchisor may not amend the draft agreement to the detriment of the franchisee, request payments, or induce the franchisee to make investments. This gives the franchisee time to make a well-considered decision.
Drafting and reviewing the franchise agreement
The heart of every partnership is the franchise agreement. In it, the parties establish the formula, the duration, the fees, the purchasing arrangements, the exclusive territory, the manual obligations, and the termination. We draft the agreement or review a submitted contract for balance and legal validity — so that you do not discover that a clause is invalid only when a dispute arises.
Changes to the formula and the right of consent
A franchise formula is not static. If the franchisor wishes to modify the formula or operate a derivative formula with financial consequences for franchisees, prior consent is required as soon as a threshold amount stipulated in the agreement is exceeded (Article 7:921 of the Dutch Civil Code). In addition, there is an obligation for periodic consultation between the franchisor and franchisees. We advise franchisors on a workable threshold and consultation structure, and franchisees on their voice in this matter.
Non-compete clause and goodwill at termination
A non-compete clause after termination is only valid if it is in writing, is limited to the goods and services of the franchise formula, is indispensable to protect the know-how, lasts no longer than one year after the end, and is geographically no broader than the area in which the franchisee operated the formula (Article 7:920 of the Dutch Civil Code). Goodwill must also be regulated in the agreement: whether goodwill exists in the franchisee's business, its magnitude, and whether it is compensated by the franchisor upon acquisition. This is precisely where things often go wrong during termination; we prevent or resolve such issues.
Resolving franchise disputes
If things go wrong—regarding declining revenue, inadequate prior information, mandated investments, termination, or the non-compete clause—we first assess your position and the agreement. Often, a negotiated solution or mediation is faster and cheaper than litigation. If it must go to court, our lawyers will assist you. A breach of the pre-contractual duty to provide information can, for example, lead to misrepresentation or damages.
Franchise for SMEs and corporations
Specialized franchise firms often focus on the large formula owner. We do not: our mixed team of lawyers and in-house counsel assists both the scaling-up international corporation and the individual franchisee—the baker on the corner—who wants to protect their position. Accessible, practical, and without unnecessary jargon, with a clear path to your goal.
Does your question touch upon the broader field of contract or corporate law?
If your focus is primarily on the interpretation, performance, and general terms and conditions regarding your contracts, please visit our contract law. If you have questions regarding shareholders, management, or a holding structure in relation to the franchise, our corporate law you. This page focuses specifically on the franchise relationship.
What we help with
From rolling out a franchise formula to resolving a stalled franchise relationship — our lawyers and legal experts support franchisors and franchisees in every area.
Drafting and reviewing franchise agreements
Pre-contractual information and the standstill period (Articles 7:913 and 7:914 of the Dutch Civil Code)
Testing non-compete clauses (Article 7:920 of the Dutch Civil Code)
Arranging goodwill and termination agreements
Right of consent and threshold amounts for formula changes (Article 7:921 of the Dutch Civil Code)
Master franchise and international rollout structures
Franchise disputes: negotiation, mediation or proceedings
Error and compensation for damages due to defective prior information
When do you engage this team?
Often, there have been issues brewing for some time before they become legal. The sooner you involve us, the more options you retain. If you recognize any of these situations, seeking advice is advisable.
You want to roll out a formula and draft a balanced franchise agreement
In franchising, your starting position determines the outcome. Before sending a letter or initiating proceedings, we assess the franchise agreement, the pre-contractual information provided, and the facts, and review them against the Franchise Act. In this way, we choose the route—negotiation, mediation, or going to court—that best serves your interests, rather than taking just any step.
Our approach
From question to solution in four steps.
1
Intake
We discuss your formula or franchise relationship, your goal, and review the agreement and the information provided.
2
Analysis
We assess your position against the Franchise Act and the relevant documents, and map out opportunities and risks.
3
Strategy
We choose the route — advice, negotiation, mediation, or proceedings — and the involvement of a lawyer or legal expert.
4
Execution
We execute: from drafting a watertight franchise agreement to litigating in the event of a dispute.
Mr. Jaime BoogaersCorporate Law · Lawyer
In a legal dispute, it is not just about being right. It is also about evidence, timing, negotiating position, and the business consequences of every step.
Specialists in Franchise Legal Advice
Our specialists combine legal analysis with experience in cases for entrepreneurs, directors, and organizations.
Our team of corporate counsel and lawyers are specialists in franchise relations. We assist both franchisees and franchisors with legal matters. We have extensive experience at the negotiating table, are decisive, and can make sound assessments of opportunities and risks. We understand both the legal world and the business world, enabling us to effectively switch between them. Clear and understandable language is paramount in this regard.
Frequently asked questions about franchising
The questions that franchisors and franchisees ask us most often.
What does the four-week standstill period entail?
The franchisor must provide the franchisee with all legally required information at least four weeks prior to signing (Article 7:913 of the Dutch Civil Code). During this standstill period (Article 7:914 of the Dutch Civil Code), the draft agreement may not be amended to the franchisee's disadvantage, and the franchisor may not require any payments or investments. This allows the franchisee to make a well-considered decision.
How long may a non-compete clause last after expiration?
A non-compete clause after the termination of the franchise agreement is only valid if it is in writing, remains limited to the goods and services of the formula, is indispensable for the protection of the know-how, lasts no longer than one year, and is geographically no broader than the area in which the franchisee operated the formula (Article 7:920 of the Dutch Civil Code).
Must goodwill be compensated upon termination?
The franchise agreement must regulate whether goodwill exists in the franchisee's business, its extent, and whether it is compensated if the franchisor or a third party continues the business (Article 7:920 of the Dutch Civil Code). The law does not prescribe a fixed compensation, but it does compel parties to make clear agreements regarding this. If these are lacking, disputes often arise at the end.
Do I need a lawyer or a legal expert?
That depends on your situation. For advice, drafting or reviewing a franchise agreement, and negotiations, an in-house counsel is often sufficient. For legal proceedings, a lawyer is mandatory. Our firm has both in-house and determines together with you what is most suitable.
Does the Franchise Act also apply to existing contracts?
The law has been in effect since January 1, 2021. For agreements concluded prior to that date, a transitional period applied: the provisions regarding goodwill, non-compete clauses, and the right of consent (Articles 7:920 and 7:921 of the Dutch Civil Code) had to be complied with no later than January 1, 2023. Agreements concluded after January 1, 2021, fell fully under the law immediately.
Is this team also for small franchisees?
Yes. We help both large franchise owners and individual franchisees — from international corporations to the baker on the corner. For a smaller entrepreneur in particular, a well-rated agreement makes all the difference.
Discuss your situation with a franchise specialist.Our franchise lawyers and legal experts help both large franchise owners and individual franchisees move forward — from international corporations to the baker on the corner. Schedule a meeting and know where you stand within a single conversation.
