Best Franchising Lawyers in Nur-Sultan

About Franchising Law in Nur-Sultan, Kazakhstan

Franchising is a popular business model in Kazakhstan's capital, Nur-Sultan (formerly Astana), allowing individuals or companies to operate a business under an established brand and proven operational system. The franchising sector in Kazakhstan has grown steadily over the past decade, encompassing industries such as food and beverage, retail, services, and education. Franchising in Nur-Sultan is governed by a combination of civil, commercial, and intellectual property laws, and is further influenced by international practices and local specifics. Companies looking to franchise in Nur-Sultan must navigate a unique regulatory environment while protecting both their brand and investments.

Why You May Need a Lawyer

Legal assistance is often essential in franchising to ensure that agreements are clear, fair, and compliant with local laws. Common situations where you may require legal help include:

• Reviewing or drafting franchise agreements
• Negotiating terms with franchisors or franchisees
• Registering intellectual property, such as trademarks or patents
• Resolving disputes between franchisors and franchisees
• Navigating regulatory compliance and licensing requirements
• Understanding tax implications and business registration procedures
• Terminating or transferring a franchise
• Ensuring compliance with employment and consumer protection laws

Local Laws Overview

In Nur-Sultan, Kazakhstan, franchising is mainly regulated by the Civil Code of the Republic of Kazakhstan and relevant legislative acts governing entrepreneurship and intellectual property. Key aspects include:

• Franchise Agreement (Commercial Concession): The Civil Code refers to franchise agreements as "commercial concession agreements." Such agreements should be in writing and need to specify the scope of rights, duration, payments, and other essential terms.
• Registration: Agreements involving the transfer or use of trademarks and inventions must be registered with the National Institute of Intellectual Property (Kazpatent) to be legally effective against third parties.
• Intellectual Property: Protection and proper registration of trademarks, patents, and know-how are essential for franchise operations.
• Disclosure Requirements: While there are no comprehensive franchisor disclosure requirements under Kazakhstani law, best practice is to provide full information about the franchise system, fees, and obligations.
• Tax and Currency Regulations: Franchise fees and royalties are generally subject to tax, and cross-border payments may be regulated by currency control rules.
• Termination: The terms of terminating or renewing a franchise are governed by the civil code and should be clearly outlined in the agreement.
• Dispute Resolution: Parties may agree to resolve disputes through the local courts or arbitration, often stipulated in the contract.

Frequently Asked Questions

What is a franchise in Kazakhstan?

A franchise, known legally as a commercial concession, is a business arrangement where one party (the franchisor) allows another (the franchisee) to use its brand, intellectual property, and operational methods for commercial purposes, typically in exchange for fees or royalties.

Do franchise agreements need to be registered in Nur-Sultan?

Yes, if the agreement involves the use of registered trademarks or inventions, it must be registered with Kazpatent to be enforceable against third parties and to protect intellectual property rights.

Is there a legal requirement for franchisors to disclose information before signing?

While Kazakhstani law does not mandate specific pre-contractual disclosures, it is considered best practice for franchisors to provide comprehensive information about the franchise’s operations, financial expectations, and obligations.

What are typical fees in Kazakhstani franchise agreements?

Common fees include an initial franchise fee, ongoing royalties based on sales or profits, and sometimes fees for advertising or support services. Fee amounts depend on the business sector and the franchisor's terms.

Are foreign franchises allowed in Nur-Sultan?

Yes, international franchises operate widely in Nur-Sultan. Both foreign franchisors and franchisees must comply with Kazakhstani law, and agreements often require registration and may be subject to currency controls for cross-border payments.

How is intellectual property protected in franchising?

Trademarks, patents, and related IP must be registered with Kazpatent. Enforcement is possible through civil action, and infringing parties may be held liable for damages or ordered to cease violations.

Can franchise contracts be terminated early?

Yes, early termination is possible, but conditions and penalties should be defined in the contract. Otherwise, parties may refer to general contract law and may face liability for wrongful termination.

What happens if there is a dispute between franchisor and franchisee?

Disputes can be resolved through negotiation, mediation, local courts, or arbitration, depending on what is specified in the franchise agreement.

Do franchisees need business licenses in Nur-Sultan?

Most franchise businesses require appropriate business registration and, depending on the industry (such as food service or education), may also need special licenses or permits from local authorities.

Are there restrictions on advertising or operations?

Franchisors often set advertising standards in contracts. Additionally, Kazakhstani law regulates advertising, consumer protection, and operations to ensure compliance with national standards.

Additional Resources

To support your franchising journey, consider consulting the following resources and organizations:

• National Institute of Intellectual Property (Kazpatent): Handles IP registration and related inquiries.
• Ministry of Justice of the Republic of Kazakhstan: Oversees legal matters and contract registration.
• Chamber of Commerce and Industry of the Republic of Kazakhstan: Provides support and advice for businesses, including franchising.
• Association of Franchising in Kazakhstan: Industry organization that supports franchise development.
• Local Legal Firms: Many firms specialize in franchising, commercial, and intellectual property law.
• Business Registration Centers in Nur-Sultan: Offer practical assistance for setting up business operations.

Next Steps

If you are considering entering a franchise agreement or need help with an existing arrangement in Nur-Sultan, Kazakhstan, follow these steps:

1. Clarify your business goals and what you expect from a franchise relationship.
2. Gather all relevant documents and information, including draft contracts, business plans, and financial records.
3. Consult with a legal expert who specializes in franchising and business law in Kazakhstan. They can advise on compliance, risks, and negotiation points.
4. Ensure all intellectual property is registered and agreements are properly recorded with the relevant authorities.
5. Carefully review all contractual terms, especially regarding payments, obligations, termination, and dispute resolution.
6. Register your business and obtain any industry-specific licenses or permits as required by local law.
7. Stay updated on changes to franchising law and industry practices by connecting with local business organizations and legal advisors.

Franchising can be a rewarding business model in Nur-Sultan, but legal due diligence is crucial for long-term success and protection of your rights.