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On April 28, 2026, the new Regulations to the Federal Law for the Protection of Industrial Property (the “Regulations”) were published in the Official Gazette of the Federation (Diario Oficial de la Federación). The Regulations will enter into force sixty business days following their publication, that is, on July 22, 2026.
With respect to franchising, one of the most significant changes consists in the expansion of the minimum content of the technical, economic, and financial information that must be provided to prospective franchisees prior to the execution of a franchise agreement, commonly referred to as the Franchise Disclosure Document. This obligation derives from Article 245 of the Federal Law for the Protection of Industrial Property (“LFPPI”), pursuant to which such information must be provided at least thirty business days prior to the execution of the franchise agreement.
A. Update to the Minimum Content of the Franchise Disclosure Document.
The previous Regulations governed the minimum content of such information under Article 65. The new Regulations relocate this obligation to Article 124 and expand the minimum disclosure requirements from 10 to 14 disclosure items, maintaining the general structure of the previous framework while incorporating new elements relating to contractual structure, payments, return on investment, and network operations.
Pursuant to new Article 124, the franchisor must provide, at a minimum, the following information: the name, address, and nationality of the franchisor; a description of the franchise; the length of time the franchisor and, where applicable, the master franchisor have been engaged in the franchised business; the intellectual property rights involved; the amounts and concepts of payments; technical assistance and services; the territorial area; the possibility of granting sub-franchises; confidentiality obligations; information regarding whether the franchised business derives from a master franchise, development, multi-unit, or similar agreement; the rights and obligations of the franchisee; the general amounts of payments and estimated investment recovery periods; the number of company-owned and franchised units; and the number of units opened, relocated, transferred, and closed.
B. Principal Changes Compared to the Previous Framework
The amendment does not entirely replace the traditional content of the Franchise Disclosure Document; rather, it supplements and strengthens it. The principal additional disclosure items include: whether the franchise derives from a master franchise, development, multi-unit, or similar agreement; the disclosure of general payment amounts and estimated investment recovery periods; and the reporting of the number of company-owned and franchised units, as well as the number of units opened, relocated, transferred, and closed.
These new categories increase the level of transparency required of franchisors and require them to maintain more current, verifiable, and consistent information regarding the structure, performance, and operation of their franchise networks.
C. Practical Implications for Franchisors
As a result of this amendment, franchisors should review and update their pre-contractual disclosure documents used in Mexico.
In particular, it will be important to implement internal mechanisms to periodically collect and update information regarding the structure of the franchise system, master franchise and multi-unit arrangements, applicable payments, estimated investment recovery periods, company-owned and franchised units, as well as openings, relocations, transfers, and closures.
D. Final Considerations:
The new Regulations strengthen the pre-contractual disclosure regime applicable to franchises and raise the transparency standard toward prospective franchisees in Mexico, enabling them to make more informed business decisions. Accordingly, we recommend that franchisors timely review their disclosure documents, not only to comply with the minimum content requirements established under the Regulations, but also to mitigate risks of nullity, claims, and potential contingencies in connection with the expansion of their franchise systems in Mexico.
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