Business Baron

Franchise or independent

Buying a franchise in the UK trades independence for a proven system. What the fee covers, what royalties cost, and what your business is worth at the end.

, Running a business

Two people open a coffee shop on the same street in the same month. One pays £25,000 up front and 7% of turnover thereafter, and opens with a brand people recognise, a fitted shop designed by somebody else, a supply chain already negotiated and a queue on day one. The other pays for her own fit-out, chooses her own beans, and spends her first eighteen months being discovered.

Four years later the franchisee has a stable, unspectacular business she can sell at a predictable multiple to a buyer the franchisor must approve. The independent has either a better business than the franchise or no business at all. Both of those outcomes were visible in the paperwork at the start.

What the fee buys, and what it does not

The initial franchise fee typically covers the right to use the brand in a defined territory for a defined term, initial training, the operations manual, the opening support, and sometimes the equipment specification and supplier introductions. It does not usually cover the fit-out, the stock, the lease premium or your working capital, all of which you fund separately, and which routinely total several times the fee itself.

Ask precisely what is included, in writing, and ask for the total investment figure including working capital. A franchisor who cannot tell you what an existing franchisee spent to open is telling you something.

Then the ongoing costs. A management service fee or royalty, commonly a percentage of gross turnover rather than of profit, which means you pay it in a bad month too. A marketing levy, often a further one to three per cent, paid into a national fund whose spending you do not control. Required purchases from nominated suppliers, sometimes at prices above what you could negotiate alone, which is a second royalty by another name. Software or till system licence fees. Refurbishment obligations at set intervals, at your cost, to a specification the franchisor sets.

Add all of it up as a percentage of turnover, then apply that percentage to a realistic year of trading, and compare the result with what you think the brand is worth to you. For a business where customers choose on familiarity and trust, such as a courier service, a care agency or a lettings brand, the answer is often yes. For a business where customers choose on quality and proximity, it is more often no.

Britain has no franchise statute, which puts the weight on the contract

This is the point people are most surprised by. In the United States, franchisors must provide a prescribed disclosure document. In Australia there is a mandatory code. In the United Kingdom there is no franchise-specific legislation at all.

What governs the relationship is ordinary contract law, the Misrepresentation Act 1967 if you were induced to sign by a false statement of fact, and competition law. Restrictions in franchise agreements, particularly non-compete and exclusive purchasing obligations, are assessed under the Competition Act 1998 and the Vertical Agreements Block Exemption Order 2022, which sets conditions including a market share threshold and limits on the duration of non-compete obligations.

The British Franchise Association is a voluntary membership body with a code of ethics, and its members accept disclosure and cooling-off standards that are not otherwise legally required. Membership is a useful signal and it is not a guarantee, and a great many franchisors are not members.

So the diligence is on you. Speak to at least five current franchisees and, more importantly, to two who have left. Ask the franchisor directly how many units have closed, been resold or been terminated in the last three years, and ask for the numbers rather than a characterisation. Ask to see the unredacted agreement, not the summary, and instruct a solicitor who does franchise work specifically.

The operations manual is the product and the constraint

The manual is why franchising works. It is a written system for running the business, tested across many units, covering the things a first-time owner would otherwise learn by making the mistakes. That is genuine value, and it is worth paying for.

It is also binding. The agreement will require you to operate in accordance with the manual as amended from time to time, which means the franchisor can change your operating requirements during the term without renegotiating the contract. You may not be able to change the menu, the opening hours, the suppliers, the pricing structure, the signage, the uniform or the layout. You may be required to participate in national promotions that are unprofitable at your site.

For some people that is a relief. For people who wanted to run a business because they had their own ideas about how it should be run, it is a slow source of frustration, and it is the most common reason franchisees describe themselves as feeling like well-paid managers.

Territory is worth reading with equal care. Is it exclusive, meaning the franchisor cannot open another unit in it or serve it themselves, or is it merely a non-exclusive area of primary responsibility? Does exclusivity survive the arrival of the franchisor's own online ordering, delivery platform or national account customers operating in your patch? That last question has become the sharpest one in franchising and the answer is frequently unfavourable.

The end of the term decides what you built

Franchise agreements run for a fixed term, commonly five years, often with a right of renewal on conditions. Look at what renewal costs, what it requires, and whether it obliges you to refurbish to current standards and sign the then-current agreement, which may be materially worse than yours.

Then look at the exit. Almost all agreements require franchisor approval of any buyer, give the franchisor a right of first refusal, and charge a transfer fee. Some impose a valuation formula. Post-termination restrictions typically prevent you from operating a similar business in or near the territory for a period, and require you to hand back customer lists and to de-brand the premises at your expense.

What that means in practice is that you are building an asset whose sale is controlled by somebody else. The compensation is that the asset is more saleable than an equivalent independent business, because a buyer inherits a proven system and a brand, so the multiple is often better and the buyer pool is larger. Which of those two effects dominates depends entirely on the franchisor.

Finance is slightly easier on the franchise side. Several of the major banks have franchise departments that will lend a higher proportion of the total investment against an established franchise brand than they would against an independent start-up, because the failure data is better. That is a real advantage and it is also a hint about where the risk actually sits.

Where this shows up in the game

Business Baron lets you build your own brand or buy into one. Take the franchise and you get faster early trading, a recognisable name and a set of rules you cannot break, with a percentage of turnover leaving every month whether you made money or not. Go independent and the first two years are harder and everything you build is yours to sell. Across fifty towns and cities the right answer differs by place and by trade. You can run both and compare, which is cheaper in a game than on a high street.

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