Franchise lawyer in the Netherlands
MAAK Advocaten advises franchisors and franchisees on franchise agreements under Dutch law and on compliance with the Dutch Franchise Act (Wet franchise), which has governed franchise relationships in the Netherlands since 1 January 2021. We work for international franchisors expanding into the Netherlands, for Dutch master franchisees of foreign brands, and for individual franchisees facing disputes or termination.
Franchise law in the Netherlands changed fundamentally with the entry into force of the Wet franchise. Before 2021, franchise was largely a matter of contractual freedom tempered by general good faith. Since 2021, it is a codified and partly mandatory regime found in Book 7, Title 16 of the Dutch Civil Code (articles 7:911 to 7:922). The Act imposes pre-contractual information obligations, a mandatory four-week standstill period before signing, good-faith duties during the relationship, restrictions on unilateral changes to the franchise formula, and specific rules on consent for goodwill-affecting decisions and on post-contractual non-competes. For foreign franchisors expanding into the Netherlands, the key practical point is that these rules apply regardless of the franchisor's nationality, and regardless of the choice of law in the franchise agreement, as long as the franchisee operates within the Netherlands.
This page explains what the Wet franchise actually requires, how it applies to foreign franchisors, and how MAAK Advocaten works on franchise matters for international clients.
The Dutch Franchise Act: what it does
The Wet franchise was enacted in response to a long-standing concern that Dutch franchisees, particularly small family businesses, were structurally weaker than their franchisors and lacked adequate legal protection. The Act sets out four main categories of rules: pre-contractual information, conduct during the relationship, consent requirements for material changes, and post-contractual non-compete.
The Act applies to any franchise agreement where the franchisee operates within the Netherlands, regardless of the governing law chosen by the parties and regardless of the nationality of the franchisor. This scope is fixed by article 7:922 of the Dutch Civil Code. The mandatory nature of the key provisions means that a French or American franchisor entering the Dutch market cannot escape the Act by choosing French or New York law as the governing law of the master franchise or the individual franchise agreements.
Pre-contractual information under the Dutch Franchise Act
Before a franchise agreement can be concluded, the franchisor must provide the prospective franchisee with a specified set of information at least four weeks before signing. During this standstill period (bedenktijd), the franchisor may not accept investments from or conclude binding agreements with the prospective franchisee.
The information to be provided is set out in article 7:913 of the Dutch Civil Code and includes, among other items, the draft franchise agreement, information about the franchisor's financial position, information about existing franchise outlets, the investments expected from the franchisee, the basis for any forecasts of turnover and profit, and the conditions under which the agreement can be terminated or transferred. The franchisee must also disclose information that the franchisor reasonably needs to assess the suitability of the franchisee.
The four-week standstill period is a hard rule. An agreement concluded in breach of it is vulnerable to annulment by the franchisee, and any changes made by the franchisor during the standstill period that disadvantage the franchisee trigger a new four-week period. In practice, this means that onboarding timelines for Dutch franchisees are longer than in most other jurisdictions, and any "hurry up and sign" pressure from a franchisor should be treated with caution by the franchisee and avoided entirely by the franchisor.
Good faith and consent under Dutch franchise law
Article 7:912 of the Dutch Civil Code imposes an explicit duty on franchisor and franchisee to act in accordance with the standards of a good franchisor and a good franchisee (goed franchisegever en goed franchisenemer). This is a contractual good-faith obligation specific to franchise, on top of the general good-faith obligation of article 6:248 of the Dutch Civil Code that applies to all contracts.
The Wet franchise goes further and requires the franchisor to obtain consent for certain material changes. Under articles 7:920 and 7:921 of the Dutch Civil Code, changes to the franchise formula or decisions by the franchisor that have a significant financial impact on the franchisee may not be implemented without the prior consent of the affected franchisees or their representative body, in accordance with a specified procedure. "Significant financial impact" is assessed by reference to a threshold that is either contractually agreed or, in the absence of agreement, assessed by the court.
This consent requirement is one of the most practically significant features of the Dutch regime. Franchisors accustomed to making unilateral decisions about the formula, product range, supplier arrangements or marketing structure need to adapt their governance to ensure that decisions crossing the financial-impact threshold go through the proper consent procedure. Failure to do so exposes the franchisor to damages claims and, in severe cases, to challenges to the enforceability of the changes.
Termination and non-compete under Dutch franchise law
The Wet franchise does not impose a statutory goodwill indemnity comparable to the commercial agency regime, but it does constrain post-contractual non-compete clauses and provides for a goodwill mechanism in specific circumstances.
Post-contractual non-compete clauses in franchise agreements are only valid if they meet the requirements of article 7:920(2) of the Dutch Civil Code: they must be in writing, limited to goods or services competing with those of the franchise, limited to the territory in which the franchisee operated, limited to a maximum duration of one year after termination, and necessary to protect the franchisor's transferred know-how. Clauses that do not meet these requirements are void for the part that goes beyond them.
On termination, where the franchisee has built up goodwill for the franchisor's benefit, the franchisor may be required to compensate the franchisee for that goodwill under article 7:920(4) of the Dutch Civil Code. The compensation mechanism is less developed in case law than the commercial agency goodwill indemnity, but it is a real entitlement and it should be addressed in the franchise agreement rather than left to post-termination litigation.
Drafting a franchise agreement for the Dutch market
Drafting a franchise agreement that will apply to a Dutch franchisee requires attention to the Wet franchise at every stage, from the pre-contractual disclosure package to the termination clauses. For international franchisors, the template developed for other jurisdictions is almost always a starting point, not a finished product.
Our drafting work on Dutch franchise agreements typically covers:
- Adapting the franchisor's standard agreement to comply with articles 7:912 to 7:922 of the Dutch Civil Code
- Drafting the pre-contractual information package required by article 7:913 for prospective Dutch franchisees
- Structuring the consent procedure for material changes to the franchise formula, including the threshold for "significant financial impact"
- Drafting post-contractual non-compete clauses within the boundaries of article 7:920(2)
- Addressing the goodwill compensation mechanism in the termination clause
- Handling the interaction with EU competition law (the Vertical Block Exemption Regulation applies to franchise agreements, with specific rules on non-compete durations and online sales)
- Choice of law and jurisdiction, noting that the mandatory rules of the Wet franchise apply even if a non-Dutch law is chosen for franchisees operating in the Netherlands
Franchise disputes and termination in the Netherlands
Most of our franchise litigation work is triggered either by termination or by a dispute about changes that the franchisor has made without going through the proper consent procedure. Both types of dispute turn on the combined application of the general Dutch contract law framework and the specific rules of the Wet franchise.
Termination disputes in franchise often combine several claims at once: claims for outstanding fees, claims for damages on the grounds of premature or wrongful termination, claims under the goodwill mechanism, disputes about the validity and scope of post-contractual non-competes, and questions about the return of franchise-specific equipment and materials. We assess these together with the client at the outset and prioritise based on the commercial outcome that is actually wanted.
Where the matter is urgent, Dutch summary proceedings (kort geding) are often an effective route, particularly for disputes about non-compete enforcement, immediate termination decisions, or payment of undisputed amounts. Pre-judgment attachment is available where the financial exposure justifies it. For full merits disputes we litigate before Dutch District Courts and, where the parties agree, the Netherlands Commercial Court.
Working with MAAK Advocaten on franchise matters
We act for both franchisors and franchisees, depending on the matter, in English, German or Dutch. Fees are agreed in advance as described on our lawyer fees page: fixed fees for drafting and review mandates, hourly rates for negotiated disputes, hybrid arrangements where a defined scope fits. The franchise practice is led by Remko Roosjen.
If you are a foreign franchisor considering expansion into the Netherlands, a Dutch franchisee dealing with changes to your franchise formula, or either side of a franchise termination dispute, an initial conversation is at no charge. Read more about MAAK Advocaten.
Related terms in our legal dictionary: Dutch Franchise Act overview, non-compete clauses, termination checklist.
Related pages: Dutch contract law guide, distribution agreements, commercial agency, termination of contract, international contracting.
Call +31 20 210 31 38, email mail@maakadvocaten.nl, or visit our contact page. MAAK Advocaten is based at Kraanspoor 34, 1033 SE Amsterdam.
Frequently Asked Questions
Does the Dutch Franchise Act apply to foreign franchisors?
What happens if we sign a franchise agreement without observing the four-week standstill period?
Can a franchisor change the franchise formula unilaterally?
Dutch franchise lawyer
"The Wet franchise has changed how franchise agreements are drafted, signed and ended in the Netherlands. Foreign franchisors who come to the Dutch market with their standard international template often find that the template simply does not work here: the pre-contractual information obligations, the four-week standstill, the consent procedure for formula changes, and the limits on post-contractual non-compete are not things that can be drafted around.
My role is to help franchisors adapt their model to Dutch reality without losing what makes their franchise work, and to help franchisees understand the protections the law now gives them. I act for both sides depending on the matter, in English, German or Dutch."
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Last reviewed: April 15, 2026 by MAAK Advocaten N.V.