Key takeaways
- When drafting franchise agreements in Spain, Spanish law imposes strict disclosure obligations, including a mandatory 20-day information period before a contract can be signed.
- For franchise agreements in Spain, localization goes beyond translation. Contracts must comply with Spanish commercial law, civil law, and EU competition rules to remain legally enforceable.
- As of 2025, franchise agreements in Spain are also subject to mandatory alternative dispute resolution (ADR), meaning mediation or negotiation is required before accessing the courts.
Why franchise agreements must be localized for Spain
Expanding into Spain through franchising offers strong growth potential, but it also exposes brands to legal risks if contracts are not properly localized.
Spanish franchise law is not governed by a single statute; instead, it is regulated through a combination of national legislation, civil and commercial codes, and European Union competition rules.
Spain is one of Europe’s most mature franchise markets, hosting more than 1,300 franchise systems and tens of thousands of franchise outlets across retail, hospitality, education, and services.
Foreign franchises account for close to one-fifth of the market, making Spain a key destination for international expansion.
However, franchise agreements drafted for the U.S., UK, or other EU jurisdictions cannot simply be reused in Spain.
Local legal requirements related to disclosure, choice of law, intellectual property, and dispute management must be carefully integrated to protect both the franchisor’s brand and the franchisee’s investment.
Legal framework governing franchise agreements in Spain
Spain does not rely on a single franchise statute.
Instead, franchise agreements are shaped by several overlapping legal sources.
Main Regulations
- Ley 7/1996 de Ordenación del Comercio Minorista
- Real Decreto 201/2010
- Spanish Civil Code
- Spanish Commercial Code
- EU Vertical Block Exemption Regulation
Together, these define how franchise agreements are structured, executed, and enforced.
Is there a franchise law in Spain?
No. Spain does not have one consolidated “franchise act.”
Instead, franchise contracts are interpreted using general contract principles, consumer-style protections for franchisees, commercial law rules, and competition law limits.
This fragmentation makes legal localization essential.
What may be enforceable in one country could be invalid in Spain.
Mandatory franchise disclosure rules
Spanish law obliges franchisors to disclose specific information in writing to prospective franchisees at least 20 working days before signing any contract or receiving payment.
Information That Must Be Disclosed
All disclosures must be clear, truthful, and complete. The franchisor must provide:
- Full company identification
- Proof of trademark ownership or license in Spain
- Business description and market positioning
- History of the franchise system
- Number of outlets and ownership structure
- Franchise closures within the last two years
- Investment requirements and fees
- Ongoing royalties and charges
- Description of operational support
- Term, renewal, and termination conditions
Failure to comply may invalidate the agreement and expose the franchisor to liability.
Localizing franchise contracts: What requires adaptation?
Choice of law and jurisdiction
Parties may choose foreign governing law, but enforcement in Spain may still depend on local legal rules.
Spanish courts can override foreign clauses if public policy or local consumer protections are affected.
Language requirements
Spanish law does not formally require franchise agreements to be drafted in Spanish. However:
- Courts will prioritize the interpretable version of the contract.
- Franchisees may claim a lack of informed consent if contracts are only in a foreign language.
- Financial and disclosure documents should always be available in Spanish.
Tip: Use a bilingual contract with Spanish designated as the controlling language.
Dispute resolution and mandatory ADR (2025 Update)
Spanish law introduced mandatory negotiation and ADR before court proceedings in commercial disputes, including franchise cases.
Contracts should include:
- Mediation or conciliation clauses
- Deadlines for resolution
- Designated forums
- Language of proceedings
- Arbitration options where appropriate
Pros & Cons of Franchising in Spain
Advantages
- ✔ No nationality requirements
- ✔ Strong brand protection mechanisms
- ✔ Mature franchise environment
- ✔ Transparent disclosure framework
- ✔ EU market access
Challenges
- ✖ Legal complexity
- ✖ High documentation burden
- ✖ ADR requirements delay litigation
- ✖ Local compliance costs
- ✖ EU competition restrictions
Securing your franchise model in Spain
Franchise agreements in Spain require more than a standard legal template.
Each contract must comply with local disclosure rules, intellectual property requirements, competition law, and mandatory dispute-resolution procedures.
Overlooking any of these areas can weaken enforceability, expose brands to disputes, or delay market entry.
Proper localization ensures legal certainty, protects the franchise model, and builds trust with Spanish franchisees from the outset.
Need help?
Delaguía y Luzón provides legal guidance to international brands and investors navigating the Spanish franchise landscape.
From adapting contracts to Spanish and EU law, reviewing disclosure documentation, and securing trademark rights, to structuring dispute-resolution clauses and ensuring regulatory compliance, the firm supports franchisors at every stage of expansion in Spain.
Professional legal oversight helps transform franchising into a secure and scalable strategy for growth.
FAQs: Franchise agreements in Spain
Is Spanish law mandatory for franchise agreements in Spain?
No, but contracts must comply with Spanish public policy and commercial law regardless of the chosen governing law.
Is the Spanish language required in franchise contracts?
Not legally, but strongly recommended to avoid disputes over interpretation.
What happens if the 20-day disclosure rule is violated?
The contract may be voidable, and the franchisor may be liable for damages.
Is mediation required before litigation?
Yes. Since 2025, negotiation or ADR is mandatory before court proceedings in franchise disputes.
Can exclusivity clauses be enforced?
Yes, but they must comply with EU competition rules, or they may be invalidated.
Do franchise agreements have to be registered?
No. Since 2018, registration in Spain is no longer mandatory.
Need legal guidance?
The commercial and corporate lawyers at Delaguía y Luzón assist franchisors and international investors with drafting and localizing franchise agreements, ensuring compliance with Spanish law, reviewing disclosure obligations, protecting intellectual property rights, and structuring effective dispute-resolution mechanisms for doing business in Spain securely.
felix.delaguia@delaguialuzon.com
Phone: +34 963 74 16 57
