Melhores Advogados de Franquia Perto de Si

1. About Franquia Law

Franquia, or franchising, is a business model where a franchisor licenses its brand, operating system, and ongoing support to a franchisee in exchange for upfront fees and royalties. In Brazil, the core legal framework for franchising is Lei n° 8.955/1994, known as the Franchise Law, which sets disclosure and contractual standards to promote transparency and fair dealing. This framework works with general contract and consumer protection rules to govern day-to-day franchise relationships.

Beyond the specific franchise statute, contract law principles from the Brazilian Civil Code and the Consumer Protection Code influence how franchise agreements are interpreted and enforced. A well drafted franchise agreement should clearly define obligations, training, supply arrangements, and dispute resolution. Working with a qualified solicitor helps ensure compliance and reduces the risk of later disputes.

2. Why You May Need a Lawyer

• Scenario 1: You are offered a franchise with an incomplete Circular de Oferta de Franquia (COF) and a non compete clause that seems overly broad. A lawyer can demand full disclosure and review the restrictions for enforceability.
• Scenario 2: You sign a franchise agreement and the franchisor later raises monthly royalties or imposes new fees. You need negotiation or guidance on termination rights and potential remedies.
• Scenario 3: You plan to open a multi unit franchise and must negotiate a master franchise or regional rights. Counsel can draft territory protections and assignment provisions to protect your investment.
• Scenario 4: You want to transfer or sell your franchise, or take over an existing unit. An attorney reviews transfer approvals, non compete restrictions, and transitional training obligations.
• Scenario 5: You face alleged non compliance or breach by the franchisor, such as failure to provide promised training or support. A lawyer can assess defenses, timing for cure, and appropriate dispute channels.
• Scenario 6: You are negotiating a Franchise Agreement for a new opportunity and need precise language on performance milestones, supply commitments, and termination consequences. Legal counsel helps translate business terms into enforceable provisions.

3. Local Laws Overview

The key statute governing franchising in Brazil is Lei n° 8.955/1994, which establishes the framework for disclosure obligations and contract standards in franchise relationships. The official text can be found on the Planalto government site. Lei n° 8.955/1994 - Planalto

COF disclosure must be provided to the prospective franchisee at least 10 days before signing the franchise agreement.

In addition to the Franchise Law, general contract law in Brazil is shaped by the Civil Code (Lei n° 10.406/2002) and consumer protection rules. These laws inform how franchise agreements are interpreted, enforced, and remedied in the event of disputes. For the purposes of franchising, the Consumer Protection Code protects buyers from unfair practices and abusive terms.

The Brazilian General Data Protection Law (LGPD), Lei n° 13.709/2018, governs how personal data is collected and used in franchise operations. The LGPD became effective in 2020 and is enforced by the National Data Protection Authority (ANPD). This is especially relevant for customer data handling, loyalty programs, and employee records in franchise networks. Lei 13.709/2018 - Planalto

4. Frequently Asked Questions

What is a Circular de Oferta de Franquia and why is it important?

The COF is a mandatory disclosure document that outlines costs, training, term, territory, and litigation history. It helps you compare opportunities and assess risk before signing any agreement. Review it with a lawyer to confirm accuracy and completeness.

How do I know if a franchise opportunity complies with Brazilian law?

Legal compliance requires assessing the COF, contract terms, and data handling practices under LGPD. A franchise attorney can verify disclosures, reasonableness of fees, and enforceability of non compete clauses. This reduces exposure to unlawful or unfair terms.

When should I hire a franchise lawyer during the process?

Hire an attorney early, ideally after receiving COFs from multiple brands. Early review helps you negotiate terms and avoid signing a flawed agreement. A lawyer can also coordinate with accountants for financial due diligence.

Where can I find official requirements for franchise disclosures in Brazil?

Official requirements are described in Lei 8.955/1994 and related regulatory materials. Consult the Planalto Planalto.gov.br site for the statutory text and guidance. Your attorney can interpret how the rules apply to your case.

Why is the 10 day COF timeline critical before signing?

The 10 day period gives you time to review all costs, obligations, and restrictions with counsel. Skipping or shortening this window increases the risk of undisclosed commitments. Always request the COF well in advance.

Do I need to perform due diligence on the franchisor's finances?

Yes. Validate the franchisor's revenue projections, debt levels, and litigation history. Your attorney can request and analyze financial documents and past performance data where available.

Can I negotiate initial fees, royalties, or renewal terms?

Most terms are negotiable, especially for multi unit or exclusive territories. A lawyer can propose alternative structures and document them clearly in the contract. Expect to justify changes with business rationale and risk assessment.

Is a franchise agreement enforceable in Brazilian courts?

Franchise agreements are generally enforceable as contracts under the Civil Code and consumer protection rules. Enforceability depends on valid formation, lawful terms, and proper disclosures. You should have a lawyer ensure the agreement is robust before execution.

How long does it typically take to review a COF and contract?

Initial legal review typically takes 1-2 weeks, depending on the complexity and the number of documents. Final negotiations may add another 2-4 weeks. Plan for 3-6 weeks total before closing a deal.

What is the difference between a single unit and a multi unit franchise?

A single unit grants rights to operate one location, while a multi unit or master franchise covers multiple locations or regions. Multi unit deals involve more complex territorial and performance requirements. Legal review helps clarify obligations for each structure.

What costs are typically included in the initial investment?

Initial investment usually covers franchise fees, equipment, fit out, and initial inventory. Royalty and marketing contributions recur monthly or quarterly. Your lawyer can help verify projections and ensure caps or caps on increases are clear.

How does termination or non renewal work in a franchise?

Termination provisions define grounds, notice periods, and post termination restrictions. Non renewal terms may include performance milestones or exit fees. A lawyer helps negotiate fair termination paths and enforceability.

5. Additional Resources

• Planalto - Official Brazilian Legislation Portal: Access the text of Lei n° 8.955/1994 and other laws referenced in franchise matters. Plan ralto.gov.br
• Procon SP: State consumer protection agency with guidance on franchise practices and consumer rights. Procon.sp.gov.br
• ABF - Associação Brasileira de Franchising: Private industry association offering resources, best practices, and guidance on franchising and COF disclosure. Abfranchising.org

6. Next Steps

1. Clarify your business goals and set a realistic franchise budget, including initial investment and ongoing costs. This helps narrow down suitable brands within your means.
2. Obtain COFs from at least 2-3 franchisors and organize a side by side comparison of fees, royalties, training, and support offerings. Request a copy 14 days in advance of any decision.
3. Schedule a consultation with a franchise attorney to discuss the COFs, contracts, and potential risks. Bring all documents and a list of questions to maximize the session.
4. Have your attorney review the COF and draft franchise agreement terms for negotiation. Focus on territory, renewal, and termination provisions, plus data handling under LGPD.
5. Conduct due diligence on the franchisor’s track record, supplier agreements, and litigation history. Confirm that performance guarantees or sales targets are realistic and enforceable.
6. Negotiate terms with the franchisor, including fees, territorial rights, training commitments, and post termination restrictions. Obtain written amendments before signing.
7. Make a final decision and proceed to sign only after you have received all clarifications in writing and your lawyer confirms compliance with applicable laws.