由Gregory ・ Sy和Currie李

3. 屑子要求
在十五天之內從執行第一個特權協定，享有特許權的人必須歸檔與MOFCOM，具體地，如果特權活動在一個唯一省、自治區或者自治市之內發生在中央政府(北京、上海和其他主要城市)之下，然後與那個省、自治區或者自治市MOFCOM在中央政府之下; 或，如果給予特權活動發生在超過一個省、自治區或者自治市，然後在全國水平MOFCOM。

爾後，相關的MOFCOM將有十天適當地歸檔所有完整屑子，并且出版他們在它的網站。

然而，注意到，享有特許權的人必須是必要的，潛在地衝擊屑子的30在天內的所有變動，申請它的屑子的改變。

享有特許權的人必須歸檔以下： 
-關於商業特權的基本的信息;
-特權的商店的發行信息在中國;
-享有特許權的人的商業內容說明書;
-營業執照或企業註冊的拷貝;
-商標、專利和其他企業資源證明的拷貝與特權活動有關;
-樣品特權協定;
-特權操作的指南;
-營銷計劃;
-見證享有特許權的人的書面事業遵照資格和二加一規則;
-見證遵照二加一規則的證明，發布由城市水平在中國，并且，為使用空間在中國，企業證明外面的享有特許權的人翻譯，公證和證實由中國使館; 并且，
-其他文件如所需求。

在任何以下發生情形下，完整屑子也許被取消：
-享有特許權的人的營業執照由能幹註冊當局取消由於非法操作;
-MOFCOM receives a court order regarding the cancellation of the filing due to illegal operations of the franchisor;
-Franchisor was discovered to have failed to disclose material information or provided false information; and,
-Franchisor itself cancels the filing.

4. Disclosure of Information
The following materials must be provided to the prospective franchisee a minimum of thirty days prior to the signing of the Franchise Agreement:

1.  Basic information on the franchisor and franchise activities:
a. Franchisor’s name, address, contacts, legal representative, general manager, registered    capital, scope of business, and the number of regular chains including their addresses and phone numbers;
b. A brief introduction to the commercial franchise activities of the franchisor;
c. Basic information on the archival filing of the franchisor;
d. If the franchisor’s associated company provides products and services to the franchisee, the associated company’s basic information must also be disclosed; and,
e. Information on any bankruptcy and/or application for bankruptcy of the franchisor or of its associated company in the preceding five years.

2. Basic information on the business resources of the franchisor:
a. Information available on registered trademarks, company logos, patents, proprietary technologies, and business methods, etc;
b. If the owner of any of the above-mentioned business resources is the associated company of the franchisor, then the basic information of the associated company must also be disclosed (the franchisor is also required to explain how to manage the franchise system upon termination fo the license contract); and,
c. Information on the business resources of the franchisor (or its associated company) in relation to litigation or arbitration. 

3. Basic information on franchise expenses:
a. If the type, amount, criteria and payment method of fees collected by the franchisor or on behalf of a third party cannot be disclosed, then the franchisor must explain the reason for the non-disclosure; if the fee collection standards are inconsistent, then the franchisor is required to disclose both the maximum and minimum standards, and explain the reason thereto;
b. The collection thereof, return conditions, return time, and return on investment; and,,
c. If the franchisee is required to pay a fee before the Franchise Agreement is concluded, then the franchisor must explain in writing the use of the fee and the conditions and method of return. 

4. Information on the prices and conditions of the products, services and equipment provided to the franchisee:
a. Whether the franchisee must purchase products, services or equipment from the franchisor (or its associated company), including the prices and conditions thereof;
b. Whether the franchisee must purchase products, services or equipment from the suppliers appointed or approved by the franchisor; and,
c. Whether the franchisee has the discretion to choose its own
suppliers and the standards for the selection of its suppliers. 

5. Information on the continuous provision of services to the franchisee:
a. Detailed content, manner of provision and implementation plans for professional training, including the training location, approach and duration; and,
b. Details regarding technical support and a catalogue of the operation manual of the franchise including the number of pages therein. 

6. Methods and content of guidance and supervision over the franchise activities of the franchisee:
a. The franchisor’s methods and content of guidance and supervision over the franchise activities of the franchisee, the franchisee’s obligations and consequences for failing to fulfill them.
b. Whether the franchisor is jointly liable with the franchisee for complaints by and compensation to consumers, and how to share such liability.

Gregory M. Sy is a partner / foreign counsel with Grandall Legal Group. His practice includes general business advisory for SME’s in China, particularly in the areas of international corporate structuring and transactions. Representative clients include the Consulate of the United States of America in China (Shenyang), Embassy of Brazil, various publicly listed companies (NYSE, LSE, DAX, and BSE), along with numerous other SME’s operating in a wide range of industries. Mr. Sy obtained an LL.B. from the University of Victoria, and is admitted to the New York bar. Gregory publishes extensively on a variety of China legal issues for international and local publications, and has recently acted as chief editor for Martindale’s China Law Digest. You can contact Gregory at gregsy@grandall.com.cn or learn more about the firm at www.grandall-profile.com.

This is the second part of “Guide to franchising in China” Next week we will publish the third and final part. Here you can read part 1 and part 3.