To franchise in Mexico you first need your trademark registered (or at least applied for) with IMPI, because Mexican law builds the franchise on a license to use that mark. Then: a proven model, operations manuals, the franchise agreement and the Franchise Offering Circular (COF), which must be delivered at least 30 days before signing.
The foundation: your registered trademark
A franchise is, in essence, permission for someone else to use your brand and business model in exchange for payment. And this is where many stall: Mexican law defines the franchise through a license to use a trademark, so franchising without a registered (or at least filed) mark leaves you with no foundation. If your mark isn't registered with IMPI, that's literally step zero, before contracts, locations or manuals.
Why it matters so much: without a Mexican registration, you're asking franchisees to invest their money in a name you don't legally control here. If a third party files first, you could lose the right to use your own brand in Mexico, and drag your franchisees down with you. For foreign franchisors, a registration back home doesn't help: trademark rights are territorial.
The Franchise Offering Circular (COF)
It's the key, mandatory document. Mexican law requires that, before signing, you deliver to the prospective franchisee a COF with key information about the business: years of operation, financial information, intellectual property rights, obligations of both parties and more. It must be delivered at least 30 days before signing.
It isn't red tape: it's what makes your franchise credible and protects you legally. A false, incomplete or missing COF can give the franchisee grounds to seek annulment of the agreement and damages.
What else you need before franchising
- A registered trademark, ideally in the right classes for all the goods and services franchisees will use.
- A proven, replicable model: if the business depends on you personally, it isn't franchisable yet.
- Operations manuals: the "how it's done," documented, so franchisees can replicate your standard.
- The franchise agreement: royalties, territory, term, obligations, grounds for termination.
- The COF: the mandatory disclosure document.
- Protected trade secrets: recipes, processes and know-how, secured with the right agreements.
The most common mistakes
- Franchising without a registered trademark: the founding mistake that can cost the whole business.
- Copying an agreement from the internet or importing a foreign template unchanged: every franchise is different, and a generic agreement leaves dangerous gaps under Mexican law.
- Skipping the COF or delivering it incomplete: it exposes the agreement to an annulment claim.
- Not protecting know-how: you hand over your secrets unshielded and create your own competitor.
- Registering in only one class, leaving goods or services franchisees will use unprotected.
Frequently asked questions
What is the COF?
The Franchise Offering Circular (Circular de Oferta de Franquicia) is the disclosure document Mexican law requires you to deliver to the prospective franchisee at least 30 days before signing, with information about the business, the trademark and both parties' obligations.
Can we franchise in Mexico without a registered trademark?
It isn't advisable: the franchise is built on a license to use a trademark. Without a registration, neither you nor your franchisees have certainty about the name they're investing in.
We're a foreign franchisor. Does our home registration cover Mexico?
No. You need a Mexican registration (filed directly with IMPI or through the Madrid Protocol) before you license the brand here.
Planning to franchise in Mexico?
Tell us where you are in the process. We'll start with your trademark and line up the rest in the right order.
Plan it with us