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.
  • 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
  • Industrial property. Compliance with legal duties. Trademark and distinctive mark registration, etc.
  • Franchiser registration
  • Compliance with franchisor-franchisee confidentiality requirement (Data Protection Act)
  • 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
  • Out-of-court negotiations and proceedings to ensure compliance with its legal obligations
  • Provision of current information in writing including any legal news in the Franchise Sector which may affect the Client’s branch of business
  • 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.
  • Out-of-court claims for any amounts derived from the agreement.
  • 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.
  • Claims for payment and other rights.
  • Dismissals and sanctions. Preparation of the employee disciplinary code.
  • Geographical and functional mobility. International mobility and within Corporate Groups.
  • Substantial changes to working conditions.
  • Paid and unpaid leaves of absence.
  • Redundancy schemes.
  • Collective disputes.
  • Legal advice on workplace mobbing and bullying.
  • Union Law. Union policies. Negotiation and Drafting and bargaining agreements.
  • Corporate Groups.
  • Social Security.
  • Occupational risk prevention. Criminal-labor Law. Legal advice and defense.
  • Pension Funds and Plans.
  • Company restructuring.
  • Advice on and processing of labor subsidies for hiring
  • Senior executive matters.
  • Labor Due Diligence. Labor auditing.
  • Labor contractors and subcontractors. Illegal transfer of employees and social crimes.
  • Custom labor audits.
  • Assess and review any potential reductions in Social Security contributions. Project Labor 10.

2.3 The Franchisor and the name it operates under

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

2.4 Protection of the Franchisor's trademark

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

2.5 Tax Consultancy

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

PHASE 3. POST CONTRACTUAL ACTIONS

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

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 Partner