Franchise law governs the commercial relationship between a franchisor and its franchisees. The franchisor licenses its trademarks, its know-how, its commercial signs and its operating method to independent franchisees in exchange for entry fees, ongoing royalties and a commitment to operate under a defined commercial concept. In return, the franchisee benefits from a tested business model, brand recognition and continuous support, while remaining an independent legal entity at their own commercial risk.
In France, the franchise relationship is governed by the French Commercial Code, which imposes specific pre-contractual transparency obligations (the so-called Loi Doubin, codified in article L. 330-3 of the French Commercial Code), and by the EU Vertical Block Exemption Regulation 2022/720 on vertical agreements. Each franchise agreement must therefore reconcile contractual freedom, IP licensing, antitrust compliance and territorial strategy.
Four structural reasons why France is one of the most predictable and protective jurisdictions in the world for franchisors and franchisees.
Under article L. 330-3 of the French Commercial Code (Loi Doubin), the franchisor must hand over a detailed pre-contractual information document (DIP) at least 20 days before signing the agreement or any payment. Failure to comply can lead to annulment of the contract for vitiated consent.
Source: French Commercial Code, article L. 330-3.
France is the leading European country by number of franchise networks, with over 2,000 networks operating in retail, food, beauty, fitness, services and hospitality. This dense market makes France a strategic launch base for international franchise expansion.
Source: Fédération française de la franchise, annual market reports.
The EU Vertical Block Exemption Regulation 2022/720, in force until 31 May 2034, provides the antitrust framework for franchise and other vertical agreements across the European Union. It defines what is permitted in terms of territorial exclusivity, non-compete clauses and online sales restrictions. The European Commission’s 2022 Vertical Guidelines further clarify the application of these rules to franchise networks, particularly regarding online sales, post-term non-compete obligations and the protection of franchisor know-how.
Source: EU Regulation 2022/720, Vertical Block Exemption Regulation.
Under EU and French case law, a contract qualifies as a franchise only if it combines three elements: a licensed trademark or other distinctive sign, transferable substantial and identified know-how, and ongoing commercial or technical assistance. Missing one of these pillars exposes the agreement to legal requalification.
Source: EU Regulation 2022/720, recital 22 and French case law.
Our four-step methodology turns franchise legal work from a paperwork exercise into a strategic foundation for sustainable network growth.
We map your trademarks, designs, domain names and unwritten know-how. We identify which assets need to be secured before you can credibly franchise your concept.
We define your territorial strategy, the structure (unit franchise vs master franchise), the financial model (entry fees, royalties, marketing fund) and the quality control framework.
We draft the franchise agreement, the Loi Doubin pre-contractual information document (DIP), the trademark license, the operations manual references and all ancillary contracts.
We monitor your network’s ongoing compliance with French and EU law, manage entries and exits, and handle disputes from negotiation to litigation when prevention is not enough.
Dreyfus advises franchisors, master franchisees and individual franchisees on the full life cycle of franchise networks: structuring the franchise package, drafting and negotiating master franchise and unit franchise agreements, securing the IP portfolio that backs the network, ensuring Loi Doubin compliance, managing entries and exits, and resolving disputes. Our experience covers retail, food and beverage, hospitality, fitness, beauty and services networks operating in France, the European Union and beyond.
Distinctive signs are the heart of any franchise: they are what the franchisor licenses and what the franchisee builds local goodwill upon. A solid franchise agreement always includes a clear trademark license covering the registered trademarks, the commercial sign, the trade name, the domain names and, when relevant, the registered designs applied to packaging, store layout or product appearance.
Three points deserve particular attention:
Ten essential clauses we verify in every franchise agreement we draft, audit or litigate. Missing any of them creates legal risk that can be expensive to fix later.
precise scope, territory, duration, exclusivity, quality control and termination effects on all licensed signs.
substantial, identified and secret know-how with clear confidentiality undertakings during and after the agreement.
pre-contractual information document delivered at least 20 days before signing, with all legally required content.
entry fee, royalties (fixed or proportional), marketing fund contribution, and audit rights over the franchisee's accounts.
clearly defined zone, active sales rules, passive sales rights compliant with EU Vertical BER.
initial training programme, ongoing support, operations manual updates and field visits.
standards, audits, mystery shopping, corrective measures and consequences in case of recurrent breach.
e-commerce, social media usage, domain names policy, online marketing within EU competition law limits.
scope, duration, territory, post-termination obligations, enforceability under French and EU law.
de-branding obligations, immediate cease of use of distinctive signs, transitional periods, governing law and jurisdiction clauses.
Dreyfus combines French legal expertise with direct access to the INPI, the EUIPO and WIPO, and a network of trusted local correspondents in every country where your franchise expands. We support franchisors and franchisees on agreement drafting, IP licensing, Loi Doubin compliance, territorial strategy, dispute prevention and litigation across France and internationally.
We assist in creating and developing your franchise networks, ensuring a solid legal foundation.
We draft and negotiate clear and comprehensive franchise agreements to protect the interests of all parties involved.
We represent clients in franchise-related disputes, including contract terminations and commercial conflicts.
We help expand your franchise networks internationally, ensuring compliance with local regulations.
We conduct audits to evaluate and optimize the performance of your franchise networks, identifying possible improvements.
Our experts advise on specific franchise regulations and help you remain compliant with legal requirements.
A franchise agreement is a contract under which a franchisor licenses its trademarks, know-how and operating method to an independent franchisee. The franchisee operates under the franchisor’s brand at their own commercial risk in exchange for an entry fee, ongoing royalties and compliance with the franchise standards. Under French and EU law, the agreement must combine three pillars: a licensed trademark, transferable know-how, and ongoing commercial or technical assistance.
The Loi Doubin, codified in article L. 330-3 of the French Commercial Code, requires the franchisor to deliver a detailed pre-contractual information document (DIP) to the prospective franchisee at least 20 days before signing the agreement or any payment. The DIP must include the franchisor’s identification, its experience, the state of the market, the network history, financial projections and the contract terms. Failure to comply can lead to annulment of the contract.
A trademark license grants the licensee the right to use the trademark, without necessarily transferring know-how or providing ongoing support. A distribution agreement structures the sale of products from a supplier to a distributor. A franchise combines a trademark license, substantial transferable know-how and continuous assistance, which is why it triggers specific regulatory obligations such as the DIP in France.
Before franchising your concept, your trademarks must be registered in every territory where you plan to operate or expand. Filings before the INPI (France), the EUIPO (European Union) and through the Madrid Protocol (international, via WIPO) secure your distinctive signs against bad-faith filings, including by former franchisees. Trademark watch services should be activated to detect identical or similar filings early.
Yes, but within limits set by EU competition law. The Vertical Block Exemption Regulation 2022/720 allows territorial exclusivity and certain restrictions on active sales in other franchisees’ territories, provided market share thresholds are met. Absolute bans on passive sales (i.e., customers contacting the franchisee from outside their territory) and on online sales are generally prohibited and can void the relevant clauses.
The franchisee must immediately stop using the franchisor’s trademarks, commercial signs and distinctive elements (logos, color schemes, store layout). The agreement should also include a de-branding obligation, a confidentiality undertaking and, where enforceable, a non-compete clause limited in time, territory and scope. Failure to comply can trigger trademark infringement and unfair competition actions.
Yes. Two main structures exist: direct unit franchising (the franchisor signs each franchise agreement directly) and master franchising (the franchisor grants a master license to a regional partner who subfranchises locally). Each structure has tax, regulatory and IP implications. Our team coordinates with local correspondents to ensure the network is built on solid legal foundations in every jurisdiction.
The most frequent franchise disputes involve breaches of know-how confidentiality, post-termination use of the licensed trademarks, non-compete enforcement, alleged misrepresentation in the DIP, royalty calculation disagreements and unauthorized parallel sales. Our team handles franchise disputes through negotiation, mediation, arbitration and litigation, depending on the contract clauses and the strategic context.
