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Franchising in Modave operates within Belgium's national legal framework, complemented by Walloon regional rules and local municipal requirements. A franchise is a commercial cooperation agreement where a franchisor licenses a brand and business model to a franchisee in exchange for fees and ongoing compliance with network standards. While there is no separate registration system for franchises in Belgium, franchisors must comply with strict precontractual disclosure obligations and general competition, consumer, and contract law. If your outlet will be located in Modave, you will also need to consider Walloon retail establishment permits and local rules for premises, signage, and public openings.
Because franchises typically combine trademarks, know-how, supply chains, training, and quality control, the contract and precontract information documents are dense and time sensitive. Missing a disclosure, using an unfair clause, or restricting competition in the wrong way can lead to nullity, fines, or damages. Early legal guidance helps you avoid costly mistakes and negotiate a sustainable franchise relationship.
Precontract disclosure and timing. Belgium requires franchisors to give franchisees specific information at least one month before signing or paying any fee. A lawyer ensures the dossier is complete and the standstill period is respected, or helps a franchisee challenge an incomplete or misleading disclosure.
Contract drafting and negotiation. Franchise agreements set fees, territory, training, supply obligations, quality standards, reporting, marketing fund contributions, audit rights, non-compete clauses, and termination rights. A lawyer tailors these terms to Belgian law and your business reality and helps you negotiate risk allocation.
Competition law compliance. Rules on pricing, online sales, exclusive territories, and platform restrictions are shaped by EU vertical agreements law and Belgian practice. Legal advice is crucial to avoid hardcore restrictions and fines.
Premises and permits. Opening a retail outlet in Modave often requires Walloon retail establishment permits, building or fit-out approvals, signage authorization, and a compliant commercial lease. A lawyer coordinates with your architect and the commune.
Intellectual property. Your brand, trade dress, and know-how must be licensed correctly. Counsel sets clear boundaries on usage, updates, and infringement responses.
Corporate, tax, and finance. Choosing a Belgian company form, allocating shares, drafting shareholder agreements, and modeling VAT and withholding tax on fees benefit from legal review aligned with your accountant's input.
Employment and social rules. Franchises rely on staff and training. A lawyer helps avoid hidden employment relationships between franchisor and franchisee staff and ensures handbooks and policies comply with Walloon language and labor rules.
Disputes, renewal, and exit. Counsel prepares fair renewal criteria, buy-back or step-in mechanisms, and dispute resolution clauses, and acts quickly if things go wrong.
Precontractual information. Belgian law requires a franchisor to provide a detailed precontract information document and the draft franchise agreement at least one month before the franchisee signs or pays. This applies to commercial cooperation agreements such as franchises and aims to protect prospective franchisees. The dossier typically includes identity details, a description of the market and network in Belgium, the IP licensed, the fees and investments required, the ongoing costs such as supplies and marketing contributions, financial projections or the basis for them, and the main rights and obligations. Violation can result in nullity of clauses or the entire agreement and potential damages.
B2B unfair terms. Belgium prohibits clauses in B2B contracts that create a significant imbalance. Clauses that are unclear, excessively limit liability, allow unilateral changes without objective criteria, or unduly restrict legal remedies risk being void. Franchise templates drafted for other countries often need adaptation for Belgian B2B fairness rules.
Competition law and the EU vertical framework. Belgian practice follows the EU Vertical Block Exemption Regulation 2022 and guidance. Hardcore restrictions such as fixing resale prices, preventing passive sales to customers in other territories, or unduly restricting online sales are generally prohibited. Dual pricing for online versus offline and marketplace bans can be lawful if they do not prevent effective use of the internet and are proportionate. Non-compete obligations during the term require care and, beyond five years, special conditions. Post-term non-compete is usually limited to one year, must be necessary to protect know-how, and narrowly tailored to the premises or territory.
Commercial leases. Most retail franchisees in Wallonia operate under the Belgian commercial lease regime, which generally has a nine-year term with renewal rights and specific rules on assignment with the business. Fit-out works, signage, and subletting need prior written landlord consent and alignment with the franchise standards.
Retail establishment permits. In Wallonia, certain outlets and expansions require a retail establishment permit. Thresholds depend on the type and surface of the sales area. Applications are coordinated with urban planning and may involve public consultation. In Modave, the commune administers local steps and conditions such as parking, traffic impact, opening hours, and signage rules.
Corporate and registration. Many franchisees use the SRL company form. Incorporation and changes are governed by the Belgian Companies and Associations Code. You must register with the Crossroads Bank for Enterprises, obtain a VAT number, and enroll with a social insurance fund.
Consumer, pricing, and marketing. If you sell to consumers, you must comply with Belgian consumer protection rules on pricing, returns, warranties, distance selling, and advertising. National rules apply to promotions and loyalty programs, and specific sectors such as food and health have extra obligations.
Data protection. GDPR and Belgian privacy rules apply to customer data, loyalty apps, CCTV, and direct marketing. Franchisor and franchisee roles must be defined in a data processing agreement, including who is controller for what processing and how to handle requests and breaches.
Language and documentation. In Wallonia, French is the usual working language with authorities and in customer-facing documents. While private commercial contracts can be in another language, providing the disclosure and agreement in French for a Modave franchisee is prudent to avoid discussions about understanding and consent. Employment documents for staff must comply with regional language rules.
Taxes on fees. Entry fees and royalties are typically subject to Belgian VAT at 21 percent when supplied in Belgium. Cross-border arrangements may use reverse charge and withholding tax analysis depending on the franchisor's location and any applicable tax treaties. Align the contract with your tax setup.
It should include the draft franchise agreement, identification of the franchisor and any Belgian entity, a clear description of the business concept and network, the licensed IP, initial and ongoing fees and all expected investments, supply obligations and pricing method, training and assistance offered, territorial policy and any exclusivity, financial information or the basis of any projections, renewal and termination conditions, dispute resolution method, and contact details. It must be complete, accurate, and delivered at least one month before you sign or pay.
No. The standstill covers all binding commitments and payments related to the franchise. You may review documents and ask questions, but you should not sign or pay until the period has expired after receiving a complete file.
No separate franchise registration exists. Compliance focuses on precontract disclosure, competition law, fair terms, and sector rules. You will still need normal business registrations, permits, and tax numbers.
Yes, if they comply with competition law. You can negotiate a defined territory or location exclusivity. The franchisor must avoid hardcore restrictions such as prohibiting passive sales from outside your territory. The agreement should clearly define your protection and any carve-outs such as key accounts or online channels.
No. Resale price maintenance is generally prohibited. The franchisor may recommend prices and impose maximum prices and quality standards, provided you remain free to set your final prices.
During the term, non-compete clauses must be proportionate and usually cannot exceed five years unless tied to premises and other conditions. Post-term non-compete is typically limited to one year, must be necessary to protect know-how, and should be limited to the premises or territory and the goods or services concerned.
You can seek nullity of unfair clauses or the contract, damages, or other remedies depending on the severity and impact. Courts assess whether missing or misleading information affected your decision to sign. Act quickly and gather written evidence of the disclosures you received and the timeline.
Possibly, depending on the size and nature of your outlet and any expansions. Wallonia applies thresholds for sales area and certain retail activities. You may also need urban planning authorization, environmental clearances for specific equipment, and signage approval. Start permit planning early, as lead times can affect your opening date.
The SRL is common due to its flexibility and limited liability. The SA is used for larger operations. Your choice depends on investment, financing, governance, and partner arrangements. Align the company form with the franchise agreement requirements, including share pledges or step-in rights.
It depends on the contract and facts. Belgian law gives specific protections to certain types of distribution and long-term relationships. Courts may award compensation for clientele or investments in some cases, especially if termination is abrupt or without fair cause. Tailor the exit and renewal clauses to Belgian practice to reduce disputes.
SPF Economie - Federal authority for economic regulation and market practices. Publishes guidance on B2B rules, competition matters, and commercial practices.
Autorité belge de la concurrence - Belgian Competition Authority. Provides decisions and guidance relevant to distribution and franchise restraints.
Service public de Wallonie Economie - Direction des implantations commerciales. Information on retail establishment permits and regional procedures in Wallonia.
Commune de Modave - Local administration for planning permissions, signage, opening hours, and neighborhood rules affecting retail outlets.
Greffe du tribunal de l'entreprise de Liège - Registry for company filings and certain commercial procedures within the province.
Office de la Propriété Intellectuelle - Belgian authority for trademarks and designs, useful for brand protection strategy.
Autorité de protection des données - Belgian data protection authority with guidance on GDPR compliance for customer data and marketing.
Fédération Belge de la Franchise - Industry association offering best practices, networking, and events for franchisors and franchisees.
Guichets d'entreprises agréés - Accredited one-stop business counters that handle enterprise numbers, VAT activation, and certain registrations.
Chambre de Commerce et d'Industrie Liège Verviers Namur - Regional chamber providing training, business support, and networking.
Map your project. Define the concept, location in Modave, required surface, and timeline. Identify whether your outlet will trigger a retail establishment permit and what fit-out works are planned.
Gather documents. Ask the franchisor for the complete precontract information file and draft agreement. Collect your business plan, financing term sheets, landlord letters, and any prior communications or financial projections provided by the franchisor.
Schedule legal review. Before the one-month standstill runs out, have a Belgian franchise lawyer review the disclosure, contract, and territorial policy. Request a risk memo and proposed amendments adapted to Walloon and Belgian rules.
Coordinate with your accountant. Validate VAT on fees and royalties, set up bookkeeping, and model cash flows including marketing fund and supply costs. Align the contract wording with the intended tax treatment.
Secure premises and permits. Engage an architect for plans, check zoning and signage rules with the Modave commune, and prepare any Walloon retail establishment permit application if required. Ensure the commercial lease dovetails with the franchise term, renewal, and fit-out obligations.
Incorporate and register. Choose your company form, sign incorporation documents, register with the Crossroads Bank for Enterprises, activate VAT, and join a social insurance fund. Prepare employment documentation and policies in the correct language for staff hiring.
Finalize and sign. Only sign the franchise agreement after the standstill period, once all key points and annexes are agreed and your financing and permits are on track. Keep a dated file of all disclosures and versions for your records.
Implement compliance. Set up data protection documentation, standard consumer terms, and complaint handling. Train staff on brand standards, safety, and privacy. Monitor competition law sensitive practices such as pricing guidance and online sales restrictions.
If you face a dispute or suspect non-compliance, act promptly. Preserve evidence, review contractual notice provisions, and seek counsel to assess remedies and negotiation strategies. Early intervention often reduces cost and business disruption.
