Franchising
We structure franchise networks from the ground up and advise on the expansion of existing networks, ensuring compliance with Lei 13.966/2019 (Brazil's Franchise Law) and a focus on sustainable growth.
"A robust franchise network starts with the right contract and the right COF."Book a consultation
What our work covers
Services and Deliverables
Network Structuring
- Franchisable business model: feasibility and format
- Complete Circular de Oferta de Franquia (COF — franchise disclosure document)
- Franchise agreement and amendments
- Franchisee manual (legal aspects)
Expansion and New Channels
- Regional and national expansion strategy
- Sub-franchises and master franchises
- Area development agreements
- International franchising
Managing an Existing Network
- Annual review and update of the COF (statutory deadline)
- Renewal and termination of franchise agreements
- Standards control and legal audits
- Managing conflicts with franchisees
Network Due Diligence
- Legal assessment for investors in a franchise network
- Review of the COF and franchisee agreement
- Identification of business model and expansion risks
- Support in M&A involving franchise networks
Who we serve
Who We Serve
Our focus is on startups, scale-ups, and SMBs that need specialized legal counsel that is close at hand and business-minded.
- Entrepreneurs looking to franchise their business
- Franchise networks in a phase of national expansion
- Investors evaluating a franchise purchase
- Franchisees with contractual issues
FAQ
Frequently asked questions about Franchising
Can I start selling franchises before the COF is ready?
No. The COF ("Circular de Oferta de Franquia" — the mandatory franchise disclosure document, similar in spirit to the FDD used in the US) must be delivered to the prospective franchisee at least 10 days before the contract is signed or any payment is received — this is an express requirement under Lei 13.966/2019. The law does not require the COF to be registered with a junta comercial (the state commercial registry) for it to be valid, but it does require the document to contain all 23 items set out by law. Starting negotiations or accepting reservations without having delivered the COF constitutes an irregular practice and may result in the annulment of the contracts entered into.Ler artigo completo
Is territorial exclusivity mandatory in a franchise agreement?
Territorial exclusivity is not required by law, but it does need to be expressly defined in the contract. Lei 13.966/2019 requires the COF to state whether territorial exclusivity exists and, if so, what its limits are. What creates legal problems is not the absence of exclusivity, but the absence of clarity: contracts that use vague terms like "region" or "area of influence" without objective boundaries are a frequent source of disputes between franchisor and franchisee. Before signing, check whether the contract defines precise geographic limits and whether the franchisor is allowed to operate a digital channel that reaches the franchisee's territory.Ler artigo completo
Is the franchisee entitled to compensation if the contract is not renewed?
It depends on what the contract says and the circumstances of the non-renewal. Lei 13.966/2019 does not automatically guarantee the franchisee compensation for "fundo de comércio" (goodwill/commercial value built up in the business) upon termination of the contract — unlike what happens in commercial representation agreements. In the absence of a specific contractual clause, a franchisee who has fulfilled all obligations during the term of the contract may not be entitled to compensation for the goodwill built up. That is why, before signing, it is essential to check whether the contract sets out objective conditions for non-renewal, any compensation for goodwill, and the required notice period.
The answers above are general information and do not replace consultation with a lawyer for analysis of your specific case.
Talk to a specialist
Ready to protect your business?
Book an initial consultation and find out how we can help your business grow securely in Brazil. Professional confidentiality guaranteed.
What to expect from the consultation
- Legal diagnosis of your company's situation
- Identification of risks and opportunities
- Tailored legal strategy proposal
- Questions answered, no commitment
Professional confidentiality guaranteed under the Brazilian Bar Association (OAB) statute
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