FRANCHISE

At Ceca Magán Abogados we protect our clients against everyday legal setbacks so they only have to worry about their core business operations.

The growth and smooth operation of your franchise may be compromised if the legal workings of the sector are not well managed. We provide advice to protect yourself in a franchise agreement, comply with specific legal duties and to put adequate procedures in place to meet all legal requirements in labor, commercial, tax, industrial or intellectual and administrative law.

We become your legal support by structuring our service into three different phases:

PHASE 1. PROJECT KICK-OFF

  • Preparation of precontractual file.
  • Industrial property. Compliance with legal duties. Trademark and distinctive mark registration, etc.
  • Compliance with franchisor-franchisee confidentiality requirement (Data Protection Act).
  • Prepare the preliminary agreement and franchise agreement. Negotiate the agreement’s clauses and annexes. Face-to-face meetings, phone assistance, and resolution of queries regarding the scope of the agreement.
  • Franchiser registration.
  • All necessary permits to start and operate the business.

PHASE 2. ROLL-OUT

2.1 Liaison with Franchisees

  • Direct communication with different franchisees, serving as the company’s in-house Legal Department. Therefore, all franchisees will contact the firm whenever they need to decide on or clarify any issue related to the Franchise Agreement or any other legal matter directly affecting the business.
  • Provision of current information in writing including any legal news in the Franchise Sector which may affect the Client’s branch of business.
  • Out-of-court claims for any amounts derived from the agreement.
  • Out-of-court negotiations and proceedings to ensure compliance with its legal obligations.
  • Set up company protocols regarding commercial law. Review and fine tune all commercial agreements the company has with providers and other third parties participating in the business.
  • Advice in the event of termination by the franchisee or franchisor.

2.2 The Franchisor's employees

  • Preparation of employment agreements and collective bargaining agreements. Negotiation and planning.
  • Dismissals and sanctions. Preparation of the employee disciplinary code.
  • Substantial changes to working conditions.
  • Redundancy schemes.
  • Legal advice on workplace mobbing and bullying.
  • Corporate Groups.
  • Occupational risk prevention. Criminal-labor Law. Legal advice and defense.
  • Company restructuring.
  • Senior executive matters.
  • Labor contractors and subcontractors. Illegal transfer of employees and social crimes.
  • Assess and review any potential reductions in Social Security contributions. Project Labor 10.
  • Claims for payment and other rights.
  • Geographical and functional mobility. International mobility and within Corporate Groups.
  • Paid and unpaid leaves of absence.
  • Collective disputes.
  • Union Law. Union policies. Negotiation and Drafting and bargaining agreements.
  • Social Security.
  • Pension Funds and Plans.
  • Advice on and processing of labor subsidies for hiring.
  • Labor Due Diligence. Labor auditing.
  • Custom labor audits.

2.3 The Franchisor and the name it operates under

  • Creation of all types of companies. Preparation of Corporate Bylaws.
  • Advice on Merger, Take-over, Transformation, Demerger, Liquidation and Winding-up procedures.
  • Payment claims in Commercial Courts.
  • Directors’ Liability.
  • Corporate Due Diligence.
  • Corporate Agreements. Corporate records and documents in general.
  • Company restructuring in crisis situations.
  • Financial contracts.
  • Pension Funds and Plans.
  • Insurance transactions and Insurance Law.
  • Family protocols.
  • Draft commercial agreements. Industrial contracts.
  • Preparation of meetings and minutes. Counsel to corporate bodies.
  • Company insolvency.
  • Accounting Law.
  • Secretary position on the Board of Directors.
  • Company acquisition and sale.
  • Provision of guarantees. Mortgages, pledges, securities and collaterals.
  • Regulation of financial institutions.
  • Collective and individual insurance.
  • Advice in commercial arbitration proceedings.

2.4 Protection of the Franchisor's trademark

  • Advice to protect, defend and recognize all types of Industrial and Intellectual Property Rights.
  • Prepare defense or attack strategies to meet the needs of each specific case.
  • Assessment and subsequent recommendations on the creation and roll out of e-procurement and e-commerce systems: domain names, digital certificate and electronic signature, provision of internet services and marketing, data processing.
  • Internet Taxation.
  • Injunctions, replies to injunctions, pre-judicial negotiation, conflicts regarding all forms of Industrial and Intellectual Property, general commercial agreements or anti-competitive practices.
  • Prepare and file all sorts of trademarks, designs and distinctive signs before national or international Trademark Offices.
  • Prepare studies, reports and audits of Industrial and Intellectual Property assets.
  • Advice to protect and defend advertising creations and against dishonest or anticompetitive practices.
  • Protection against online infringements of personal honor and personal image.
  • Preparation of all sorts of contracts: license, purchase and sale, assignment, transfer; publishing, production, interpretation.
  • Interaction with national and supranational Customs Authorities to request protection measures against goods suspected of infringing Intellectual Property rights.

2.5 Tax Consultancy

  • Global Tax Consultancy in Franchise matters.
  • Tax Planning.
  • Legal counsel in tax audits and in audits of local, regional and state tax management and collection bodies.
  • Tax planning for foreign investments in Spain and Spanish investments abroad.
  • Family business tax law.
  • Inheritance and Gift Tax.
  • Corporate Income Tax.
  • Special and Local Tax. Other duties.
  • Legal counsel in specific tax proceedings.
  • Custom tax design.
  • Family business transfers.
  • Non-resident tax.
  • Income and Property Tax.
  • Planning inheritance processes.
  • Value Added Tax.

PHASE 3. POST CONTRACTUAL ACTIONS

  • Out-of-court settlements / out-of-court proceedings related to contract termination.
  • Court proceedings acting as the plaintiff or as the defendant.
  • Actions to protect the franchise’s know-how.
  • Administrative proceedings of all sorts.
  • Advice on the start of legal actions related such termination.
  • Actions needed to for the protection of the franchise’s trademark and distinctive signs.
  • Advice and execution in business transfers or assignments by the franchisee (providing documental support in the process).

WE’RE HERE TO HELP

We can help you start and protect a franchise thanks to our expert advice. There are very few moments to relax -take one right now and give us a call to learn how we can help you deal with any legal issue related to your franchise.

Area Managers