Standstill
Six jurisdictions, six different clocks.
Europe is split between states with prescriptive pre-contractual disclosure and states relying on common law misrepresentation or civil-code good faith. Where a statute exists, it sets a period during which the franchisor may not accept money or enforce any preliminary commitment.
France's Loi Doubin, codified at Article L.330-3 of the Commercial Code, requires a Document d'Information Précontractuelle with the complete draft contract at least 20 calendar days before signature or any payment. Italy's Law 129/2004 requires the full dossier 30 days ahead and obliges the franchisor to have tested the formula in market first. Spain requires disclosure 20 working days ahead, with proof of Spanish trademark title, and any financial forecasts substantiated by empirical operating data. The Dutch Wet Franchise runs a four-week standstill during which the draft may not be altered to the candidate's detriment, and it applies to franchisees operating in the Netherlands regardless of any foreign governing-law clause.
Germany and the United Kingdom maintain no franchise-specific disclosure statute. Germany reaches the same place through culpa in contrahendo under BGB §§ 242 and 311, exposing a franchisor to damages for omitted material metrics; the UK relies on common law, the Misrepresentation Act 1967 and the British Franchise Association's own code.
Scroll sideways to see all columns
| Country | Statutory basis | Standstill | Notable requirement |
|---|---|---|---|
| France | Commercial Code Art. L.330-3 (Loi Doubin) | 20 calendar days | Local micro-market analysis required inside the disclosure |
| Italy | Law 129/2004 and Decree 204/2005 | 30 calendar days | Formula must have been tested; minimum 3-year term |
| Spain | Retail Law 7/1996 and RD 201/2010 | 20 working days | Forecasts must be substantiated by empirical data |
| Netherlands | Civil Code Book 7 (Wet Franchise) | 4 weeks (28 days) | Goodwill compensation; consent thresholds for capex |
| Germany | BGB §§ 242, 311 (culpa in contrahendo) | 14 days under the DFV code | Strict judicial review of standard terms |
| United Kingdom | Common law; Misrepresentation Act 1967 | 7 to 14 days under the BFA code | No franchise-specific statute |
The French exception
French law asks for the analysis by name.
The DIP is not only a corporate history. It must disclose the franchisor's history, audited balance sheets for the preceding two fiscal years, full network size, the previous year's contract expirations and terminations — and a comprehensive analysis of both macro-market trends and the micro-market surrounding the proposed retail location.
That last clause is worth sitting with. A statutory disclosure regime, in the largest franchise market in Europe, treats the trading area around a specific address as material information a candidate cannot decide without. Spain arrives at the same place from the other direction: if a franchisor offers forecasts, they must be backed by empirical operating data.
Whether or not your jurisdiction compels it, the standstill is the window in which to build that view independently — while you still owe nothing and can still walk away.
Competition law
What a franchisor may not require of you.
Franchise agreements sit under Article 101 TFEU, with the Vertical Block Exemption Regulation (EU 2022/720) — mirrored post-Brexit by the UK's VABEO — providing the safe harbour. It applies only where neither party exceeds 30% market share and the agreement carries no hardcore restriction.
Resale price maintenance is unlawful: a franchisor may recommend prices or set a maximum, but may not fix them. Territorial allocation is permitted, but passive online sales may not be restricted, because isolating territorial markets cuts against cross-border e-commerce protection. In-term non-competes are capped at five years unless you operate from franchisor-owned property; post-term non-competes must not exceed one year and must be confined to the premises you actually operated.
- Recommended and maximum prices: permitted. Fixed minimum prices: not
- Exclusive territories: permitted. Blocking passive online sales: not
- In-term non-compete: five years maximum, in most cases
- Post-term non-compete: one year maximum, confined to the operated premises
