Decree No.25, 2004 of the Ministry of Commerce
Chapter I General Provisions
Article 1 In order to standardize commercial franchising, protect the legitimate rights and interests of the parties and promote the healthy and orderly development of commercial franchising.
Exhibition, these measures are formulated.
Article 2 Commercial franchising as mentioned in these Measures (hereinafter referred to as franchising) means that through signing a contract, the franchisor will own
Business resources such as trademarks, trade names and business models authorized by others are authorized to be used by franchisees; According to the contract, the franchisee
Agree to engage in business activities under the unified management system and pay franchise fees to the franchisor.
Article 3 These Measures shall apply to franchise activities in People's Republic of China (PRC).
Article 4 The franchisor may directly grant the franchise right to the franchisee in accordance with the contract, and the franchisee will invest to establish the franchise right.
Allow outlets to operate and carry out business activities, but not to grant franchise rights again; Or the exclusive distribution right in a certain area.
The franchise is granted to the franchisee, and the franchisee may grant the franchise to other applicants or set up its own business outlets in the region.
Franchise store
Article 5 Franchising shall abide by the laws and regulations of People's Republic of China (PRC) and follow the principles of voluntariness, fairness, honesty and trustworthiness.
The principle of use shall not harm the legitimate rights and interests of consumers.
Franchisors shall not engage in pyramid selling activities illegally in the name of franchising.
Franchisors engaged in commercial activities by franchising shall not lead to market monopoly or hinder fair competition.
Article 6 The Ministry of Commerce shall supervise and manage the franchise activities throughout the country, and the competent commercial departments at all levels shall implement franchising within their respective jurisdictions.
Supervise and manage the implementation of activities.
Chapter II Franchisees
Article 7 A franchisor shall meet the following conditions:
(1) Enterprises or other economic organizations established according to law;
(2) Having business resources such as trademarks, trade names and business models authorized to be used by others;
(3) Having the ability to provide long-term business guidance and training services for franchisees;
(4) There are at least two direct sales stores in China that have been operating for more than one year, or they are directly established by their subsidiaries or holding companies.
Camp shops;
(five) the franchisor needs to provide the franchise of goods, and the franchisor should have a stable supply of goods that can guarantee the quality.
It should be systematic and be able to provide related services.
(6) It has a good reputation and has no record of engaging in fraudulent franchise activities.
Article 8 A franchisee shall meet the following conditions:
(1) Enterprises or other economic organizations established according to law;
(2) Having funds, fixed places and personnel suitable for franchising.
Article 9 A franchisor shall enjoy the following rights:
(a) in order to ensure the unity of the franchise system and the consistency of product and service quality, according to the contract, the franchisee
Supervise business activities;
(two) for the franchisee who violates the provisions of the franchise contract, infringes on the legitimate rights and interests of the franchisor and undermines the franchise system, according to
Terminate its franchise qualification according to the contract;
(3) collecting franchise fees and deposit as agreed in the contract;
(4) Other rights stipulated in the contract.
Article 10 A franchisor shall perform the following obligations:
(a) timely disclosure of information in accordance with the relevant provisions of these measures;
(2) Granting the franchise right to the franchisee, and providing business symbols and business manuals representing the franchise system;
(3) Providing franchisees with sales, business or technical guidance, training and other services necessary for franchising.
Service;
(4) Providing goods to the franchisee in accordance with the contract. In addition to monopolizing goods and in order to ensure quality, franchising must be specialized
Except for the goods provided by the franchisor or the suppliers designated by the franchisor, the franchisor shall not force the franchisee to accept the supply of goods, but
You can specify the quality standards that the goods should meet, or propose a number of suppliers for franchisees to choose from;
(five) the franchisor shall be responsible for ensuring the product quality of its designated suppliers;
(6) Promotions and advertisements agreed in the contract;
(seven) other obligations stipulated in the contract.
Article 11 A franchisee shall enjoy the following rights:
(1) Business resources such as trademarks, trade names and business models authorized by the franchisor; (2) Provided by the franchisor.
Training and guidance; (3) Timely obtaining the commodity supply provided or arranged by the franchisor at the price agreed in the contract; (4) Obtain
Promotional support uniformly carried out by the franchisor; (5) Other rights stipulated in the contract.
Article 12 A franchisee shall perform the following obligations:
(a) to carry out business activities in accordance with the contract; (two) pay the franchise fee and deposit; (3) maintain the franchise
The unity of the management system, the franchise right shall not be transferred without the permission of the franchisor; (4) Providing the franchisor with real business information in a timely manner.
Information specified in the contract, such as financial status; (five) accept the guidance and supervision of the franchisor; (6) Keeping the business secrets of the franchisor.
Secret; (seven) other obligations stipulated in the contract.
Chapter III Franchise Contract
Article 13 The contents of a franchise contract shall be agreed by the parties, and generally include the following contents:
(1) The name and domicile of the party concerned;
(two) the content, duration, location and exclusivity of the authorized franchise;
(3) The type, amount, payment method of the franchise fee and the collection and return method of the deposit;
(4) confidentiality clauses;
(five) the quality control and responsibility of the franchise products or services;
(6) training and guidance;
(seven) the use of commodity names;
(eight) the use of intellectual property rights such as trademarks;
(9) Consumer complaints;
(10) Publicity and advertising;
(eleven) the change and termination of the contract;
(12) Liability for breach of contract;
(13) dispute settlement clause
(14) Other terms agreed by both parties.
Article 14 Franchise fees refer to the fees paid by franchisees for obtaining franchise rights, including the following contents:
(1) Franchise fee: refers to the one-time fee paid by the franchisee to the franchisor for obtaining the franchise;
(2) Royalty: refers to the fees paid by the franchisee to the franchisor on a regular basis according to a certain standard or proportion in the process of using the franchise.
Fees paid;
(3) Other agreed expenses: refers to the related goods or services provided by the franchisee according to the contract.
Other expenses paid to the franchisor.
Security deposit refers to a certain fee charged by the franchisee to ensure the franchisee to perform the franchise contract. Contract arrival
Upon expiration, the deposit shall be returned to the franchisee.
Both parties to the franchise shall agree on the franchise fee and deposit in accordance with the principle of fairness and reasonableness.
Article 15 The term of a franchise contract is generally not less than three years.
After the franchise contract expires, the franchisor and the franchisee may determine the franchise contract through consultation based on the principle of fairness and reasonableness.
Updated conditions.
Article 16 After the franchise contract is terminated, the original franchisee may not continue to use the franchisee's registrar without the consent of the franchisor.
Marks, trade names or other signs may not be used as trademarks of similar goods or services to apply for registration of the registered trademarks of franchisers.
It is not allowed to apply for registration of words identical or similar to the registered trademark of the franchisor as a business name, or to apply for registration of words identical or similar to the registered trademark of the franchisor.
Use the same or similar registered trademark, commodity number or logo as the store decoration on the same or similar goods or services.
Chapter IV Information Disclosure
Article 17 The franchisor and franchisee shall disclose relevant information in time before signing the franchise contract and during the franchise process.
Information.
Article 18 The franchisor shall provide the true information to the applicant in writing 20 days before the franchise contract is formally signed.
True and accurate basic franchise information and franchise contract text.
Article 19 The basic information disclosed by a franchisor shall include the following contents:
(a) the franchisor's name, domicile, registered capital, business scope, franchise period and other major matters, with
And the basic information such as the contents of financial reports and tax payment audited by accounting firms;
(2) The number, distribution location, operation status, investment budget table of franchise stores, etc. The franchise will be cancelled.
The proportion of franchisees in the operating contract to the total number of franchisees;
(3) Registration, licensing and litigation of trademarks; Information about other business resources, such as trade names and business models;
(four) the type, amount, collection method and deposit return method of the franchise fee;
(five) all cases involving litigation in the last five years;
(six) all kinds of goods or services that can be provided to the franchisee, as well as additional conditions and restrictions;
(seven) the ability to provide training or guidance to the franchisee and the actual situation of providing training or guidance;
(eight) the basic situation of the legal representative and other principal responsible persons, whether they have been subjected to criminal punishment, and whether they have committed acts of dishonesty by enterprises.
Personal responsibility, etc. ;
(9) Other information that the franchisor should disclose as required by the franchisee.
If the franchisee suffers economic losses due to insufficient information disclosure or providing false information, the franchisor shall be liable for compensation.
Responsibility.
Article 20 A franchisee shall truthfully provide information on its own business ability, including the main body, according to the requirements of the franchisor.
Qualification certificate, credit certificate and property certificate, etc. In the process of franchising, the real situation shall be provided in time according to the requirements of the franchisor.
Real business situation and other information agreed in the contract.
Article 21 During the franchise period and after the franchise contract is terminated, without the consent of the franchisor, the franchisee and its employees,
Shall not disclose, use or allow others to use the business secrets of the franchisor in their possession.
Twenty-second did not determine the franchise contract with the franchisor, but learned the business secrets of the franchisor through the information disclosure of the franchisor.
The confidential person and the applicant have the obligation of confidentiality. Without the consent of the franchisor, the franchise right shall not be disclosed to others or transferred.
People's business secrets.
Chapter V Advertising
Article 23 When the franchisor publicizes, promotes and sells the franchise right, the advertising content shall be accurate and true.
Legally, there must be no deception, omission of important facts or statements that may mislead.
Article 24 Franchisors and franchisees directly or indirectly contain franchisers' operating income in advertising materials.
Or the records, figures or other relevant information of income should be true, and the area and time involved should be clear.
Article 25 Franchisors and franchisees shall not imitate others in any way that may mislead, deceive or cause confusion.
Trademarks, advertising pictures and expressions or other identification marks.
Twenty-sixth in the franchise promotion activities, the franchisee shall not artificially exaggerate the benefits brought by the franchise or
Deliberately concealing circumstances that may objectively affect the interests of others in franchising.
Chapter VI Supervision and Administration
Twenty-seventh commercial departments at all levels should strengthen the management and coordination of franchise activities within their respective administrative areas.
Guide local trade associations (chambers of commerce) to carry out their work.
Commercial departments at all levels shall establish credit files of franchisers and franchisees, and publish the list of illegal enterprises in a timely manner.
Twenty-eighth franchise industry associations (chambers of commerce) shall formulate industry norms and carry out industry self-discipline management in accordance with these measures.
Law, to provide relevant services for all parties to the franchise, and promote the development of the industry.
Article 29 The franchisor shall report the franchise contract signed in the previous year to the place where it is located every June 5438+ 10.
The local competent commercial department and the local competent commercial department of the franchisee for the record. The local commerce department should record the situation.
Report to the competent commercial department at the next higher level.
Thirtieth in the franchise activities involving patent licensing, should be in accordance with the "People's Republic of China (PRC) Patent Law" and
The relevant provisions of the detailed rules for the implementation of the patent, and according to the provisions of the measures for the administration of patent licensing contracts for the record.
Handle filing matters.
Thirty-first franchisors shall, before carrying out franchise activities, according to the Trademark Law of People's Republic of China (PRC) and their own actual conditions.
Handle the trademark license contract for the record in accordance with the regulations.
Chapter VII Special Provisions on Enterprises with Foreign Investment
Article 32 Enterprises with foreign investment shall not engage in the business prohibited in the Catalogue of Industries with Foreign Investment by way of franchising.
Close business.
Thirty-third foreign-invested enterprises engaged in commercial activities in the form of franchising shall apply to the original examination and approval department.
Increase the business scope of "engaging in commercial activities by franchising" and submit the following materials:
(a) the application and the resolution of the board of directors;
(2) The business license of the enterprise and the approval certificate of the foreign-invested enterprise (photocopy);
(3) Agreement on amendment of contracts and articles of association (foreign-funded enterprises only submit amendments to articles of association);
(4) Relevant documents and materials conforming to the provisions of Article 7 of these Measures;
(five) reflect the basic information stipulated in article nineteenth of these measures;
(6) A sample franchise contract;
(seven) franchise operation manual.
The examination and approval department shall make a written decision on approval or disapproval within 30 days from the date of receiving all the above application materials.
After approval, the applicant shall, within one month after obtaining the approval certificate of the foreign-invested enterprise renewed by the examination and approval department.
The administrative department for industry and commerce shall go through the formalities for registration of enterprise change.
Thirty-fourth foreign-invested enterprises approved to engage in commercial activities in the form of franchising, should be in 10 every year.
The franchise contract signed in the previous year shall be reported to the original examination and approval department and the competent commercial department where the franchisee is located for the record.
Article 35 When a foreign investor establishes a foreign-invested enterprise specializing in commercial activities by way of franchising,
In addition to these measures, it must also comply with the provisions of relevant foreign investment laws, regulations and rules.
Thirty-sixth foreign-invested enterprises that have engaged in commercial activities by franchising before the implementation of these measures.
The situation of conducting business shall be filed with the original examination and approval department, and those who continue to engage in commercial activities by franchising shall comply with the provisions of this chapter.
Procedures for handling relevant formalities.
Thirty-seventh enterprises with investment from Hong Kong, Macao and Taiwan engaged in commercial activities in the Mainland by franchise shall be implemented with reference to the provisions of this chapter.
Chapter VIII Legal Liability
Thirty-eighth in violation of the provisions of article seventh and article eighth of these measures, the competent department of commerce shall order it to make corrections, and may impose a fine of not more than 30 thousand.
A fine of not more than ten thousand yuan; If the circumstances are serious, the administrative department for industry and commerce shall be requested to revoke its business license.
Thirty-ninth failure to disclose information in accordance with the provisions of these measures, the competent commercial department shall order it to make corrections and impose a fine of 30 thousand yuan.
The following fines; If the circumstances are serious, the administrative department for industry and commerce shall be requested to revoke its business license.
Fortieth franchisers in violation of the provisions of these measures for advertising, in accordance with the "People's Republic of China (PRC) Advertising Law" and its
Other relevant laws, administrative regulations and rules.
Chapter IX Supplementary Provisions
Article 41 The Ministry of Commerce shall be responsible for the interpretation of these Measures.
Article 42 These Measures shall come into force on February 1 2005, and the measures for the administration of commercial franchising shall be promulgated by the former Ministry of Internal Trade.
Measures (Trial) "shall be abolished at the same time.
Regulation 2
Code of Conduct for Franchising of China Chain Store & Franchise Association
Chapter I General Principles
Article 1 Members of China Chain Store & Franchise Association shall abide by national laws and regulations when carrying out franchise activities;
Article 2 Member enterprises shall follow the principles of fairness, honesty and credibility in franchising.
Article 3 Members shall not sell or promote franchise rights in any express or implied way that may deceive or mislead potential franchisees.
Management right;
Article 4 Members shall not copy or imitate other people's trademarks, trade names, advertisements or other identification symbols to deceive or mislead potential customers.
Franchisees and consumers;
Article 5 A franchise contract shall be signed in writing, specifying the rights and obligations of each party.
Article 6 Franchisors and franchisees shall make every effort to settle disputes sincerely and amicably. If necessary, you can consider adjustment.
Reconciliation, arbitration and even litigation to resolve disputes.
Chapter II Franchisee (Headquarters)
Article 1 In the process of recruiting franchisees, franchisees shall provide potential franchisees with as full a letter as possible in written form.
Interest, including the basic information of the franchisor, the basic contents of the contract, the operation of the store opened, the investment and income required for joining, etc.
Profit forecast, etc. , but not limited to this information;
Article 2 The information provided to potential franchisees, including advertisements and other promotional materials, shall be true and accurate, and any direct or indirect information shall be true and accurate.
After receiving figures or materials containing historical or expected investment income and operating performance, the source and basis shall be clarified; Entrant vote
The amount of capital and its composition shall be specified in detail;
Article 3 Franchisors shall encourage potential franchisers to contact with existing franchisers, so that they can have a deeper understanding of the special business they will engage in.
Xu business;
Article 4 When selecting a franchisee, the franchisee shall focus on his ability, personality, financial strength and enterprising spirit, and shall not
Discrimination based on gender, nationality and other reasons;
Article 5 In order to ensure that the products and services sold by franchisees maintain good quality, franchisees shall regularly supervise franchisees.
Guide;
Article 6 In order to enable the franchisee to continuously obtain appropriate benefits, the franchisee shall continuously improve its products, services and marketing, and increase
Allies provide guidance, assistance and reasonable training;
Article 7 The franchisor shall provide high-quality materials, products and services to the franchisee in accordance with the contract;
Article 8 The franchisor shall be able to receive the information of the franchisee in time and give answers, and shall establish a system to strengthen communication between the two parties.
Understanding mechanism and cooperation system.
Chapter III Franchisees
Article 1 Franchisees shall abide by national laws and regulations when operating franchise business;
Article 2 A franchisee shall disclose in detail and honestly all the contents that the franchisee considers indispensable when selecting a suitable franchisee.
Information;
Article 3 Carry out business activities in strict accordance with the provisions of the franchise contract and the standards of the manual, and accept all necessary training and franchisees.
Guide and supervise the maintenance of the reputation and unified image of this system;
Article 4 The franchisee shall abide by the principle of confidentiality of all information related to the franchise, regardless of whether it has a franchise relationship or not.
Termination, unless the written consent of the franchisor is obtained, the relevant personnel shall not disclose or allow the disclosure of any such information;
Article 5 Pay membership dues, royalties and other fees payable on time.
Chapter IV Relevant Professional Institutions
Article 1 Act honestly and fairly, and encourage customers to strictly abide by this code of ethics, regardless of whether the customers are neutral or not.
Member of China Chain Store & Franchise Association. If the client's entrustment or request violates this code of ethics, it shall immediately stop providing services to the client;
Article 2 only accept the entrusted business that they are competent for;
Article 3 Adhere to an independent and objective position to ensure the impartiality and professionalism of the opinions expressed;
Article 4 The principle of confidentiality shall be observed, and all information obtained in the course of performing duties shall not be disclosed or disclosed.
Allow others to disclose.
Regulation 3
Opinions of the Ministry of Internal Trade on the management norms of chain stores
(Domestic Trade System Law [1997] No.24)
Article 1 Chain stores refer to a number of stores dealing in similar goods and using a unified name. Under the management of the same headquarters, they adopted
Unified procurement or franchise, etc. To achieve economies of scale.
Article 2 Chain stores shall be composed of more than 10 stores, and standardized management shall be implemented, and unified procurement and distribution of commodities shall be realized.
Unified management norms, separation of procurement and sales. All goods must be purchased through the headquarters, and some goods can be purchased according to materials.
The principle of reasonable flow, high quality and freshness shall be delivered directly to the stores by the suppliers, and the rest shall be delivered uniformly by the headquarters.
Article 3 Chain operation consists of headquarters, stores and distribution centers.
(1) Headquarters is the core of chain store management and must have the following functions: procurement and distribution, financial management and quality control.
Management, business guidance, market research, commodity development, promotion planning, education and training, etc.
(2) Stores are the foundation of chain stores, and their main responsibilities are to undertake daily sales work according to the instructions of the headquarters and the requirements of service specifications.
Business.
(3) The distribution center is the logistics organization of chain stores, which undertakes the purchase, inventory, distribution, processing,
Collection, transportation, delivery and other tasks. The distribution center mainly serves chain enterprises and can also face the society.
Article 4 Chain stores include the following three forms:
(1) Direct chain stores. The stores of chain stores are wholly owned or controlled by the headquarters and operated under the direct leadership of the headquarters;
(2) voluntary chain. The stores of chain stores are independent legal persons, and their respective asset ownership relations remain unchanged.
Manage under the guidance of * * *;
(3) Franchise chain (or franchise chain). The stores of chain stores sign contracts with the headquarters to obtain the right to use the trademarks and businesses of the headquarters.
Quantity, management technology and sales headquarters formulate commodity franchise rights, and the management rights are concentrated in the headquarters.
Direct chain, voluntary chain and franchise chain can cross each other in chain enterprises.
Article 5 The forms of chain operation may be supermarkets, convenience stores, specialty stores and comprehensive shopping malls.
All right.
Article 6 The business area of chain supermarket stores is generally more than 500 square meters; Commercial commodities are mainly meat, eggs and vegetables.
Vegetables, fruits, aquatic products, non-staple food seasonings, grain and oil and their products, and daily necessities are the main products, including meat, eggs, vegetables,
Fruit, aquatic products, cereals, oils and foods (including live, fresh, frozen, semi-finished and cooked products, etc.) area. ).
Accounting for more than 30% of the total business area; Open-shelf optional sales, export centralized collection.
Article 7 The commodities operated by chain convenience stores are foods, convenience foods, beverages, small department stores, non-staple food seasonings and grain and oil products.
Lord; Mainly open-shelf optional sales, business hours are above 16 hours.
Eighth chain stores' main commodities and related commodities account for more than 90% of all business varieties; Mainly open-shelf sales.
Article 9 The business area of a chain comprehensive shopping mall store is generally more than 3,000 square meters; Business goods are mainly daily necessities and clothing.
Mainly clothing, household appliances and food.
Tenth supermarket chains, convenience stores and shopping malls must use electronic cash registers, and gradually establish a point of sale (PO
S) and electronic ordering (EOS) system, and improve the commercial integrated information management network (MIS) system. Chain supermarkets and comprehensive shopping malls
In the sale of non-fresh goods, the utilization rate of bar code (including store code) should reach more than 90%.
Eleventh franchisees voluntarily sign contracts with chain headquarters and stores, which shall include the following items; Authorize the use of headquarters business
The contents of the tender and the name of the commodity; Unified procurement and distribution of goods; Provide business technical content; Location and purpose of establishing franchise stores
The content of the target market; The content of store decoration design; Promotion content; Content of quality management; Headquarters pair
The store implements financial monitoring and collects franchise fees and management fees; The contents of fair competition and intellectual property protection;
The term, renewal and dissolution of the contract; Contents of penalty for breach of contract.
Article 12 Chain stores in catering industry, service industry and means of production sales industry shall be stipulated separately by the competent department of industry with reference to the opinions of this Code.