Franchising in Poland: umowa franczyzowa and market entry for foreign brands

Franchising in Poland runs without a franchise statute. The franchise agreement, umowa franczyzowa, is an unnamed contract built on freedom of contract in art. 353¹ of the Polish Civil Code, so the parties set the terms themselves within the limits of general civil law and EU competition rules. Polish law sets no disclosure document or waiting period; the franchisor's pre-contract duties come from the Civil Code rules on negotiations and, for members of EFF national associations, from the European Code of Ethics for Franchising. For a foreign or Ukrainian brand this means a flexible legal frame and a higher burden of proof in the sales process: the documents you hand over are what protects you later.

The legal frame in brief

What freedom of contract means in practice

Art. 353¹ lets the parties arrange the relationship as they wish, as long as its content or purpose does not contradict the nature of the relationship, the law or the principles of social coexistence. Everything a franchise needs is therefore written into the agreement: licence, territory, fees, support, standards, reporting, non-compete and exit. There is no default franchise regime to fall back on when the agreement is silent, so gaps are filled by general contract rules and courts' interpretation.

The 2023 draft

In 2023 the Ministry of Justice prepared a draft adding the franchise agreement to the Civil Code, with rules on form and on protecting the franchisee. The Council of Ministers adopted it on 8 December 2023 and sent it to the Sejm; in January 2024 the new government withdrew it from parliamentary work. In December 2024 the Ministry told prawo.pl that work is not being continued pending the Civil Law Codification Commission. Check the status again before you sign your first Polish agreement.

Pre-contract duties without a disclosure law

Polish franchise sales rest on two Civil Code rules and on good practice.

• Art. 72 §2. A party that starts or conducts negotiations contrary to good practice must compensate the other party for the losses it suffered by relying on the contract being concluded.
• Art. 72¹. Information disclosed during negotiations with a confidentiality reservation may not be disclosed or used for the recipient's own purposes.

For a franchisor this has two practical consequences. First, sign a confidentiality agreement before sharing the manual or detailed financials. Second, give candidates a written information pack anyway, built on the same five blocks used in countries with disclosure laws: the franchisor, the network, all fees and investments, obligations, and the agreement terms. The disclosure rules in other EU countries show what a complete pack contains. The EFF Code asks for full and accurate written disclosure within a reasonable time before signing and for recruitment advertising free of misleading statements.

EU rules that apply in Poland

Poland is an EU member, so Regulation (EU) 2022/720 governs the competition side of the agreement:

• a non-compete during the term is exempted for up to five years;
• a post-term non-compete is exempted for up to one year, limited to the premises the franchisee operated from and indispensable to protect know-how;
• the franchisor may recommend or cap retail prices; a fixed or minimum resale price is a hardcore restriction.

Details are in our guide to franchise agreement structure.

Entering Poland from Ukraine

Poland borders Ukraine and is often the first EU market a Ukrainian brand considers. Polish cities have Ukrainian entrepreneurs who may already know the brand from home. That makes the first candidates easier to find, and the documents still have to be complete. Points to settle before the first talks:

1. Trade mark. A Ukrainian registration does not protect the brand in Poland. File a Polish mark or an EU trade mark; the EUIPO lists the basic fee for an electronic filing at 850 € for one class.
2. Local numbers. Polish rent, wages, ZUS contributions and supplier prices change the franchisee's P&L. Build the model for the Polish city where the first unit opens, from a pilot unit if you have one.
3. Language. Polish versions of the agreement, information pack and manual, with a clause on which language prevails.
4. Entity and tax. Decide with Polish advisers which company signs the agreements and how royalties are invoiced and taxed.
5. Route. Direct franchising from your own Polish company, or a master franchise with a Polish partner.

The Ukrainian side of the package, including the commercial concession agreement under the Civil Code of Ukraine, is covered on our page on franchise packaging in Ukraine. For broader market entry questions see expanding a Ukrainian business into the EU.

What the Polish package contains

Fee levels are set from the Polish model, see franchise fees and royalties.

Mistakes to avoid in Poland

• Treating the absence of a disclosure law as permission to skip disclosure. The candidate's lawyer will ask for the same information anyway, and art. 72 §2 covers bad-faith negotiations.
• Taking a deposit before the candidate has the agreement and the information pack.
• Using a translated home-market agreement that refers to Ukrainian or Canadian law.
• Quoting Ukrainian unit results as if they applied in Warsaw or Kraków.

Franchise associations

Polska Organizacja Franczyzodawców (POF) is the Polish organisation of franchisors. Membership terms and its standing with the European Franchise Federation should be checked on its own site before you mention them to candidates.

Next step

If Poland is your first EU market, start with a paid 30-minute consultation (100 €) or a written review of your plan and documents (from 200 €). We prepare the Polish package together with your Polish lawyer as part of franchise development in Europe.