Australia is amongst the countries around the world that has laws that specifically regulate franchise agreements and other forms of distribution, agency and commercial partnering agreements. Australia’s national franchising laws are complex and impact many forms of commercial licensing arrangements irrespective of whether the licensing arrangement is called a franchise agreement or not.

Many companies seek to expand their businesses in Australia by entering into agreements under which they license their know-how, intellectual property, brand, or rights to sell its their products and services to a licensee. The Australian franchise sector is one of the largest in the world and franchising and distribution arrangements continue to be common.

The Dentons team is one of the most experienced in international licensing, distribution and franchising. We advise many of the world’s leading brands as well as start-up companies or more mature businesses seeking to grow their brand footprint. Our franchising lawyers have extensive experience in over 100 franchise systems. Our team has been described as having “excellent technical knowledge and sound commercial acumen”.

Dentons understands the franchise and distribution sector and its diverse legal needs. As you establish and expand your business locally, nationally or globally, you need to have the right strategy and get the best advice. We have extensive experience in all aspects of franchising and related distribution models across a broad spectrum of industry sectors, including: hotels, restaurant, fitness, financial services, retail, services, hospitality, entertainment, healthcare and medical devices, education and technology, and automotive.

Regardless of industry sector, all companies involved in franchising face the same concerns over risk management, partner selection, enforcement of quality standards, and legal and regulatory compliance. As they expand nationally or globally, clients can leverage our extensive experience in all aspects of franchising to mitigate these risks and access our strategic advice.

With a team recognized globally as leaders in the field of franchising, Dentons Franchise Group advises on the full range of legal issues:

1. Distribution agreements
2. Trade Mark licences and other related IT and IP agreements
3. Customer data and database management and marketing issues
4. Master franchise and area development agreements
5. Unit franchising and licensing
6. Franchise disclosure – pre-contract and ongoing
7. Franchise registration
8. Franchise disputes management and resolution
9. Termination of existing commercial arrangements
10. Tax issues including withholdings, sales taxes and other issues related to foreign entities and permanent establishment
11. Customer loyalty schemes establishment and common marketing funds compliance
12. Anti-trust and competition law compliance relating to exclusive arrangements and pricing models and non-compete agreements
13. Regulatory compliance including anti-bribery, sanctions, modern slavery, privacy and data protection and anti-money laundering compliance
14. Website registrations
15. Business names and trading names/doing business as names management
16. Intellectual property protection and registrations
17. Protection of assets including by registering security over them and other banking and guarantor arrangements
18. Sale and acquisition of franchise and distribution networks and brands
19. Regulatory enquiries and investigations
20. Supply arrangements
21. Retail and premises leasing and licensing
22. Consumer protection
23. Employment and labour law including advising on vicarious liability for licensee / franchisee employees under Australian law for licensors and franchisors
24. Issues relating to franchisor or franchisee insolvency
25. Franchise advisory including drafting operations manuals, franchisee recruitment application forms and other related documentation and operational advice.

The Dentons franchise and distribution practice group offers strategic advice to new franchisors / licensors as well as ongoing support to clients expanding into new markets. Determining the best financial model is crucial. Our expertise based on working with more than 100 different franchise systems in over 50 countries will help you devise the structure that works best for your business.

Dentons clients enjoy access to our extensive international network of franchising experts, across Australasia and Asia-Pacific, Europe, United Kingdom, US, Canada, North America, Latin America, Africa, Asia and the Middle East, which allows our teams to offer seamless round-the-world services. In the last 12 months we have advised clients on franchise deals in more than 30 countries, including in Australia, New Zealand, Thailand, Vietnam, Kenya, Sudan, South Africa, Dubai, Qatar, Kuwait, Bahrain, the Ukraine, Azerbaijan, Russia, China, Canada, the United States, Pakistan, and countries throughout Europe.

A number of our lawyers hold leadership positions in franchising organisations, such as the American Bar Association Forum on Franchising and the International Franchise Association. We offer clients the unique balance of deep local knowledge of practices in the United Kingdom, in the context of an understanding of franchising developments and best practice worldwide.

Experience

• Global vehicle rental group: Advising on its franchising and licensing program in Australia and the Pacific, including on agency arrangements and management of disputes and terminations.
• Global hotel chain: Developing precedent franchise agreements and disclosure documents
• Celebrity restaurant chain: Renewal of franchise and distribution agreements, including updating disclosure documents and related documentation
• Global leisure company: Advising on acquisition of master licensor in Australia, including negotiation of termination and transition arrangements.
• Medical device company: Developing the international expansion strategy, including drafting term sheets, distribution agreements and registration of intellectual property
• Education institution: Advising a leading Australian private school on its expansion into Asia including franchise registration.
• Spanish furniture company: Assisting a new entry into Australia and Asia, including negotiation of licensing and guarantee agreements
• Major global fashion brand: Advising on international expansion by way of area development agreement.

Insights

Tips for retailers: The fight against impersonators selling infringing products on e-commerce platforms

May 6, 2025

Australia: As of 28 March 2025, Australian retailers will now be able to list their products on the major Chinese e-commerce giant, Temu. This is a major development for e-commerce in Australia and fits with the trend towards online shopping with 1 in 7 Australian households making weekly online purchases. As online sales continue to surge, retailers should regularly review their strategies to monitor e-commerce platforms for impersonators attempting to falsify their brand and mislead consumers. Here are some tips on how Temu, eBay, Amazon, Alibaba and JD.com can assist you to take down IP infringements.

Legal professional privilege in cybersecurity incident reports – mere ‘incantations’ are not sufficient

April 13, 2025

Australia: A recent Federal Court decision in the Medibank data breach class action highlights the limits of legal professional privilege in respect of third party reports prepared in connection with a cybersecurity incident. 

Australia's competition regulator targets return, exchange and refund policies

March 7, 2025

Australia: Australia’s competition and consumer protection regulator, the ACCC, has audited over 2,000 retail websites and flagged concerns about widespread potential contraventions of the Australian Consumer Law in online terms and conditions regarding the right to exchange, refund or return goods. This sweep reflects the ACCC’s enforcement priorities in 2025.

View all insights for Franchising and Distribution in Australia

News and Events

Recent Press Releases

One year on and Unfair Contract Terms are still “fiendishly difficult”

November 1, 2024

It has been 12 months since new Unfair Contract Terms laws were introduced by the federal government. These laws aimed to help small business who often lacked the resources and bargaining power to negotiate terms in standard form contracts with powerful entities. Penalties were also introduced for companies found to have put unfair terms into their contracts.

Proposed franchising laws may significantly and materially impact franchise models in Australia

October 17, 2024

The Australian Government has released its exposure draft of new franchising laws in October 2024 for public consultation, with submissions due at the end of a very short consultation period ending on 29 October 2024.

Cross-border Dentons team advises Tricon Energy on establishment of Australia and New Zealand business

October 7, 2024

Dentons, the world’s largest global firm, has advised Houston-based distribution, trading, and logistics firm, Tricon Energy on setting up its business in Australia and New Zealand as part of its purchase agreement to acquire eXsource, a specialty polymer distributor, from Qenos.