Competition and Consumer (Industry Codes—Franchising) Regulations 2024 (Cth)

Competition and Consumer (Industry Codes—Franchising) Regulations 2024

I, the Honourable Sam Mostyn AC, Governor‑General of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, make the following regulations.

Dated 5 December 2024

Sam Mostyn AC Governor‑General

By Her Excellency's Command

Julie Collins Minister for Small Business

Contents Chapter 1—Preliminary Part 1—Preliminary 1 Name 2 Commencement 3 Authority 4 Simplified outline of this instrument 5 Schedule 2 Part 2—Definitions 6 Definitions 7 Meaning of franchise agreement Part 3—Mandatory industry code 8 Mandatory industry code 9 Acquisition of property 10 Franchise agreements to which the Code does not apply 11 Civil penalty provisions of the Code 12 Reviews 13 Interaction with the Privacy Act 1988 Chapter 2—Franchising Code of Conduct Part 1—Preliminary 14 Purpose of Chapter 15 Purpose of Code 16 Functions of Australian Small Business and Family Enterprise Ombudsman 17 Amount of civil penalty for certain contraventions by bodies corporate Part 2—Obligation to act in good faith 18 Obligation to act in good faith Part 3—Requirements before entry into, renewal, extension or transfer of franchise agreements Division 1—Application 19 Application of Part—master franchisors Division 2—Disclosure document 20 Franchisor must create disclosure document 21 Updating disclosure document—general Division 3—Information statement 22 Information statement to be given by franchisors Division 4—Considering documents 23 Entering into, renewing and extending franchise agreements 24 Transferring franchise agreements 25 Form of documents to be given under this Division Division 5—Statements to be received by franchisors 26 Statements with respect to disclosure document and this Code 27 Statements with respect to independent advice Part 4—Franchise agreements Division 1—Application 28 Application of Part—master franchisors Division 2—Franchisor's obligations Subdivision A—Disclosure obligations 29 Copy of lease etc. 30 Copies of other agreements 31 Financial statements for specific purpose funds 32 Franchisee may request updated disclosure document 33 Giving updated disclosure document on request by franchisee 34 Disclosure of materially relevant facts Subdivision B—Notification obligations (other than for new vehicle dealership agreements) 35 Application of Subdivision 36 End of term arrangements Subdivision C—Record keeping obligations 37 Keeping certain information and documents Division 3—Terms of franchise agreements 38 Franchisor's legal costs relating to franchise agreement 39 Prohibition on release from liability etc. 40 Jurisdiction for settling disputes 41 Costs of settling disputes 42 Restraint of trade clause if franchise agreement not renewed or extended 43 Franchise agreement must provide for compensation for early termination—general 44 Franchise agreement must provide reasonable opportunity for return on franchisee's investment—general 45 Franchise agreement must provide for compensation for early termination—new vehicle dealership agreements 46 Franchise agreement must provide reasonable opportunity for return on franchisee's investment—new vehicle dealership agreements 47 Discussion about significant capital expenditure disclosed in disclosure document Division 4—Transfer of franchise agreements 48 Request for franchisor's consent to transfer 49 Franchisor's consent to transfer Division 5—Termination of franchise agreements in cooling off periods 50 Termination by franchisee—cooling off periods for new franchise agreements 51 Repayments by franchisor after termination by franchisee 52 Termination by franchisee—cooling off period for transferred franchise agreements 53 Repayments following termination by new franchisee Division 6—Termination of franchise agreements other than in cooling off periods 54 Franchisee may propose termination at any time 55 Termination by franchisor—breach by franchisee 56 Termination by franchisor—no breach by franchisee 57 Termination by franchisor with 7 days' notice on grounds for which franchisee may not notify dispute 58 Termination by franchisor on grounds for which franchisee may notify dispute 59 Requiring franchisee to cease operating franchised business on termination grounds Division 7—Miscellaneous 60 Franchisor may require only certain significant capital expenditure 61 Payments to and from specific purpose funds 62 Franchisor not to vary franchise agreement retrospectively without franchisee's consent 63 Disclosure of personal information of former franchisees 64 Association of franchisees or prospective franchisees 65 Franchisor not to require franchisee to pay franchisor's legal costs relating to franchise agreement 66 Franchisor not to require franchisee to pay costs of settling disputes 67 Franchisor not to rely on restraint of trade clause if franchise agreement not renewed or extended Part 5—Resolving disputes Division 1—General 68 Right to bring proceedings unaffected by this Part 69 Internal complaint handling procedure 70 Resolving disputes 71 When a party is taken to be trying to resolve a dispute Division 2—Code complaint handling procedure Subdivision A—Notification of dispute 72 Notification of dispute 73 Similar disputes between 2 or more franchisees and one franchisor Subdivision B—ADR process 74 ADR process 75 When a party is taken to attend an ADR process 76 Termination of ADR process by ADR practitioner 77 Costs of ADR process 78 Ombudsman may publish franchisor's refusal to engage in ADR process Subdivision C—Arbitration 79 Arbitration by agreement for dispute resolution 80 Arbitration procedure 81 Termination of arbitration by arbitrator 82 Costs of arbitration Subdivision D—Confidentiality 83 Confidentiality requirements Part 6—New vehicle dealership agreements Division 1—Preliminary 84 Application of Part Division 2—End of term obligations 85 Notification obligation—franchisor 86 Notification obligation—franchisee 87 Obligation to manage winding down of agreement Division 3—Resolving disputes 88 Franchisees may request multi‑franchisee dispute resolution Part 7—Franchise Disclosure Register Division 1—Keeping and content of Register 89 Secretary to keep Register 90 Contents of Register 91 Secretary may correct clerical errors and remove, update and replace certain information and documents Division 2—Obligation to provide information for inclusion in the Register 92 Initial obligation to provide information for inclusion in Register 93 Obligation to annually update or confirm information included in Register Division 3—Redacting certain information from documents 94 Redacting certain information from documents Division 4—Giving of information by agents 95 Agents may provide or give information Division 5—Other matters 96 Delegations by Secretary Chapter 3—Application, saving and transitional provisions Part 1—Provisions relating to this instrument as made 97 Application of this instrument—agreements entered into etc. on or after 1 April 2025 98 Saving and application of old regulations—agreements existing on 1 April 2025 99 Transitional arrangements relating to certain disclosure documents given before 1 April 2025 100 Transitional arrangements relating to specific purpose funds that are marketing or other cooperative funds—deemed compliance 101 Saving of Competition and Consumer (Industry Codes—Franchising) (Additional Information Required by the Secretary) Determination 2022 Schedule 1—Disclosure document for franchisee or prospective franchisee 1 First page 2 Franchisor details 3 Business experience 4 Litigation 5 Payments to agents 6 Existing franchises 7 Master franchises 8 Intellectual property 9 Franchise site or territory 10 Supply of goods or services to a franchisee 11 Supply of goods or services by a franchisee 12 Supply of goods or services—online sales 13 Sites or territories 14 Significant capital expenditure, and payments other than payments to agents 15 Specific purpose funds 16 Financing 17 Unilateral variation of franchise agreement 17A Arbitration of disputes 17B Ways of ending the franchise agreement early 18 Term of agreement and arrangements to apply at the end of the franchise agreement 19 Amendment of franchise agreement on transfer of franchise 20 Earnings information 21 Financial details 22 Updates 23 Receipt Schedule 2—Repeals Competition and Consumer (Industry Codes—Franchising) Regulation 2014 Competition and Consumer (Industry Codes—Franchising) Repeal Regulation 2014