# Trademark Licence vs Franchise: What Is the Difference?

> A trademark licence grants a right of use; a franchise also transfers the business model, know-how and supervision. The two models compared in a table.

- Canonical: https://www.webx.net.tr/en/blog/trademark-licence-vs-franchise
- Language: en
- Last updated: 2026-10-23
- Publisher: Webx Marka Patent ve Fikri Sınai Haklar Danışmanlık A.Ş. (https://www.webx.net.tr/)

_Machine-readable copy of the page above. The canonical HTML page is authoritative; fees and regulations may change — check the last-updated date._

---

The difference between a trademark licence and a franchise lies in what is handed over: **a trademark licence transfers a right; a franchise transfers a system.** In a licence, the trademark owner grants permission to use its trademark for particular goods or services. The relationship largely ends there. In a franchise, however, the trademark is part of a package that comes with know-how, a business model, training, ongoing support and strict supervision. Hence the rule: **every franchise contains a trademark licence, but not every trademark licence is a franchise.**

Confusion usually arises when an agreement's title and its content do not match. Either it says "franchise" but no supervision has been set up, or it says "licence" but the business model has been handed over as well. For the clause-by-clause structure of a licence agreement, read our [Trademark Licence Agreement](https://www.webx.net.tr/en/blog/trademark-licence-agreement-guide) guide; the trademark side of a franchise system has its own article, [Trademarks in Franchising](https://www.webx.net.tr/en/blog/trademarks-in-franchising).

## Defining the Two Models

### What Is a Trademark Licence?

A licence is the grant by contract to another party of the right to use a registered trademark, with ownership remaining with the trademark owner. Its scope is flexible: it can be granted for all or some of the registered goods/services, for a fixed term or indefinitely, reserved to a single user (exclusive) or open to several users (non-exclusive). The statutory presumption is important: **unless otherwise agreed, a licence is not exclusive**. If the agreement is silent, the trademark owner may continue both to use the trademark itself and to grant licences to others.

### What Is a Franchise?

A franchise is the transfer, for consideration, of a business system (trademark, know-how, product standards, operations manual, supply arrangements, training and ongoing support) to be applied in the franchisee's independent business. Under Turkish law there is no specific statute regulating franchising; the relationship is an *innominate contract* shaped by the general provisions of the Turkish Code of Obligations (Law No. 6098) and by case law. Permission to use the trademark is an indispensable, but not the only, part of this package.

## Licence and Franchise Side by Side

| Aspect | Trademark Licence | Franchise |
| --- | --- | --- |
| What is transferred | The right to use the trademark | Trademark + business model + know-how + support |
| Legal basis | Industrial Property Code | No specific statute; general provisions of the Code of Obligations, case law |
| Form | Written agreement (no notarisation requirement) | No prescribed form; in practice a detailed written agreement |
| Recordal with TÜRKPATENT | The licence can be recorded in the register (2026: TRY 9,870) | The agreement is not recorded; the licence element within it can be recorded |
| Payment model | Licence fee (lump sum and/or share of turnover) | Entry fee + royalties + an advertising fund in most systems |
| Supervision | Quality control as set out in the agreement; relatively loose | The essence of the system; continuous and strict |
| Training and support | As a rule, none | A contractual obligation |
| Independence of the parties | The licensee applies its own business model | The franchisee complies with the franchisor's system |
| Typical use | Permission to manufacture/distribute, monetising the trademark | Growing a chain (cafés, grocery stores, service networks) |
| After termination | The right of use ends | Use ends + exit from the system: removal of décor and signage, return of know-how, non-compete obligation |

## Four Places Where the Difference Really Shows

### Supervision: The Line Between a Loose Tie and a Strict System

In practice, the litmus test for the distinction is supervision. In a licence, the trademark owner supervises product quality to the extent set out in the agreement; the licensee runs its own business as it sees fit. In a franchise, by contrast, everything from signage to service flow, and from suppliers to staff training, is tied to the system's manual. Consumers, after all, expect the same experience at every point in the chain. If you have written "franchise" on your agreement but have not set up a supervision mechanism, what you have actually created is a licence; conversely, if your agreement headed "licence" also transfers the business model and ongoing supervision, it may come to be treated as a franchise by the courts. What is decisive is the content, not the title.

### Payment: A Single Item Versus an Income Partnership

A licence fee is typically simple: an annual lump sum, a percentage of turnover, or a combination of the two. The payment structure of a franchise reflects the system itself: an entry fee at the outset (the price of joining the system), royalties on turnover while it operates and, in most systems, a contribution to a joint advertising fund. From the trademark owner's point of view, a franchise has higher income potential; in return, training, support and supervision are no longer rights but *obligations*. A franchisor that falls short of them is the party in breach.

### The Register: The Visibility of a Licence, the Invisibility of a Franchise

A licence is a transaction that can be recorded in the register, and an unrecorded licence cannot be relied on against third parties acting in good faith. A franchise agreement as a whole, however, is not TÜRKPATENT's concern. The Office takes no interest in know-how or operations manuals. The right practice is to have the permission to use the trademark contained in the franchise package separately **recorded in the register as a licence**; the franchisee's use is then documented against third parties as well. Chains that skip this step leave their franchisees' legal position up in the air in the event of an assignment of the trademark or a dispute.

### After Termination: Two Different Ways of Closing the Door

In a licence, the end of the relationship is relatively simple: the right of use ends, the licensee stops using the trademark, and the entry in the register is removed. In a franchise, however, the separation is a process in its own right: removal of signage and décor, clean-up of packaging and digital assets, return of know-how and continuing confidentiality, and in most agreements a non-compete obligation for a period. This difference needs to be recognised at the drafting stage: the part of a franchise agreement that generates the most disputes is not the set-up clauses but the exit clauses.

## Related Concepts Often Confused with Licences and Franchises

- **Dealership:** Authority to sell the manufacturer's products; the dealer operates under its own trade name, there is no transfer of a business model, and use of the trademark is limited to the sale of the products. As system transfer is added to the agreement, the relationship moves closer to a franchise.
- **Distributorship:** A right of distribution in a particular territory; what is transferred is not the trademark itself but trade in the branded products. There is no question of the distributor using the trademark in its own manufacturing.
- **Letter of consent:** Permission given for someone else to *register* a similar trademark; it does not create a relationship of use but removes an obstacle to registration. It is a tool for coexistence, not for letting others use the trademark.

It is not the name of an agreement but what it transfers that decides which category it falls into. Wrongly labelled agreements end up subject to unexpected rules when a dispute arises.

## The Common Denominator: Both Require a Registered Trademark

Whichever model you choose, the core of what you are selling is your trademark, and neither can be built on an unregistered trademark. The two models also give the trademark owner the same bonus: under Turkey's Industrial Property Code (Law No. 6769), use of the trademark with the owner's consent is **deemed to be use by the owner**. An owner who has withdrawn from production but keeps the trademark alive through a licence or a franchise network also remains safe in the face of the [five-year use requirement](https://www.webx.net.tr/en/blog/trademark-use-requirement-and-the-five-year-rule). The use just has to be documented.

## Which One Should You Choose?

Three questions settle it:

1. **What do you want to transfer?** Only the use of the trademark → licence. A proven business model together with the trademark → franchise.
2. **How much burden can you carry?** If you do not have the staff to deliver a training programme, field inspections and ongoing support, you will be crushed under the promise of a franchise; a licence + a strict quality clause is more realistic.
3. **What will the consumer see?** If you are building a retail/service concept where customers will expect the same experience at every outlet, a franchise; if you are taking your trademark onto another manufacturer's product, a licence is the right tool.

For those choosing the licensing route, we have gathered the points to watch in two separate guides: [the guide for licensors](https://www.webx.net.tr/en/blog/trademark-licensing-checklist-for-licensors) and [the guide for licensees](https://www.webx.net.tr/en/blog/trademark-licensing-checklist-for-licensees). A map of all the ways of letting others use a trademark is in our article [Can You Let Others Use Your Registered Trademark?](https://www.webx.net.tr/en/blog/can-you-let-others-use-your-registered-trademark)

## Weigh the Burden You Can Carry, Not the Promised Income

These are not two sizes of the same need. A licence transfers a single right and lives within the framework drawn by the Industrial Property Code; a franchise transfers a whole business system and is built in the broad but unprotected territory of general contract law. When choosing, weigh the training, support and supervision you can genuinely commit to. Whichever it is, put registration of the trademark and recordal of the licence element at the foundation.

Your goal may be permission for a single manufacturer or a whole chain. Tell us which via the [contact page](https://www.webx.net.tr/en/iletisim); we can then check whether your registration's scope covers that model and build the trademark side of the licence or franchise with you, from the agreement through to recordal. The contractual and dispute side sits with our [legal protection team](https://www.webx.net.tr/en/hizmetler/hukuki-koruma).

## Frequently Asked Questions

### What is the main difference between a trademark licence and a franchise?

The main difference is scope: a trademark licence only grants permission to use the trademark for particular goods or services, whereas a franchise transfers the whole business model together with the trademark. A franchise package also includes know-how, the operating system, training, ongoing support and strict supervision. That is why every franchise contains a trademark licence element, but not every trademark licence is a franchise.

### Does a franchise agreement also count as a trademark licence?

Partly: a franchise agreement always contains an element of permission to use the trademark, that is, a licence, but the agreement as a whole is more than a licence. Under Turkish law, a franchise is an innominate contract not governed by any specific statute. Its licence element is subject to the Industrial Property Code No. 6769 (SMK), while the rest, such as know-how, training and support, falls under the general provisions of the Turkish Code of Obligations and case law.

### Is a franchise agreement recorded with TÜRKPATENT?

No, the franchise agreement as a whole is not recorded in the TÜRKPATENT register; the Office is not concerned with know-how or the operations manual. What can be recorded is the trademark licence element within the agreement. The right practice is to record the permission of use granted to the franchisee separately as a licence, because under Article 148(5) of the Industrial Property Code (SMK) an unrecorded licence cannot be relied on against third parties acting in good faith.

### How much is the fee for recording a trademark licence?

Under the 2026 fee schedule, the fee for recording a licence and for renewing a licence recordal (item 02.01.09) is TRY 9,870. This is the official fee paid to TÜRKPATENT; if you work with a trademark attorney, a service fee is added separately. Recordal requires a request form, the licence agreement signed by the parties and proof of payment (Implementing Regulation, Art. 20(2)). As the schedule is updated every year, the current amount should be checked against the TÜRKPATENT fee schedule.

### Does a licence agreement require notarisation?

No, a trademark licence does not require notarisation; this point is often confused with assignment. Under Article 148(4) of the Industrial Property Code (SMK), all transactions, including licences, are subject to written form, while notarisation is a condition of validity only for assignment agreements. A licence should therefore always be made in writing; licence arrangements that are not in writing cause serious problems in terms of proof and recordal in the register.

### Which is more profitable for a trademark owner: a licence or a franchise?

Which is more profitable is decided not by the income model but by the burden you can take on. A licence provides passive income through a licence fee with less set-up and supervision burden. A franchise, with an entry fee, royalties on turnover and, in most systems, an advertising fund contribution, has higher income potential, but training, support and supervision become contractual obligations. A trademark with no system selling franchises produces disputes, not income.

### Is trademark registration required to grant a franchise?

Not as an absolute legal precondition, but in practice yes: the core of what a franchise sells is the trademark. Under Article 148(8) of the Industrial Property Code (SMK), a trademark still at the application stage can also be licensed, but if the application is refused, what franchisees paid for loses its foundation. Trademark protection is obtained through registration (Art. 7(1)), and criminal protection also requires registration in Turkey (Art. 30(5)). Registration in all relevant classes should be completed before the system grows.

### Is a dealership agreement the same thing as a licence or a franchise?

No, a classic dealership is neither a licence nor a franchise. A dealership grants authority to sell the manufacturer's products; the dealer operates under its own trade name, there is no transfer of a business model, and use of the trademark is limited to the sale of the products. As elements of trademark use are added, the relationship moves closer to a licence, and with system transfer closer to a franchise. What is decisive is not the title but what is actually transferred.

### Can both a licence and a franchise be granted for the same trademark?

Yes, both a licence and a franchise can be granted for the same trademark. For example, a food brand might expand its retail outlets through franchising while licensing a factory to manufacture its packaged products. The condition is that the scopes of the two relationships (product group, channel, territory) are separated in the agreements so they do not overlap. Because the Industrial Property Code (SMK) expects the licensor to take measures securing quality, standards in both should be supervised by the same hand.

### Does use by a licensee or franchisee protect the trademark owner under the use requirement?

Yes: under Article 9(3) of the Industrial Property Code (SMK), use of a trademark with the owner's consent is deemed to be use by the owner. An owner who has withdrawn from production can therefore keep the trademark alive against the five-year use requirement through a licensee's use or a franchise network. The condition is that the use is genuine and can be documented; a licence recorded in the register and regularly kept evidence of use strengthen this.

## Related Resources

- [Legal Protection](https://www.webx.net.tr/en/hizmetler/hukuki-koruma): Explains attorney support for bulletin oppositions, appeals against refusals, counter-statements and trademark infringement cases.
- [Trademark Registration](https://www.webx.net.tr/en/hizmetler/marka-tescil): Explains how a trademark application is handled before TÜRKPATENT, from the preliminary search and class selection to the registration certificate.
- [Trademark License Agreement: Turning Your Brand Into Revenue](https://www.webx.net.tr/en/blog/trademark-licence-agreement-guide): What is a trademark license agreement in Turkey? Exclusive and non-exclusive licenses under SMK Art. 24, key clauses, recordal and the 2026 fee of TRY 9,870.
- [Trademarks in Franchising: The Foundation of Growing a Chain](https://www.webx.net.tr/en/blog/trademarks-in-franchising): How to register a franchise trademark in Turkey: the classes you need, trademark clauses in the franchise agreement and what to do if a franchisee files.
- [Licensing Out Your Trademark: What Should the Licensor Watch Out For?](https://www.webx.net.tr/en/blog/trademark-licensing-checklist-for-licensors): Exclusive or non-exclusive, quality control, the sub-licence ban, recordal, royalty safeguards and termination: the licensor's checklist for trademark licences.
- [Can You Let Someone Else Use Your Registered Trademark?](https://www.webx.net.tr/en/blog/can-you-let-others-use-your-registered-trademark): Yes: a registered trademark can be used by others via a licence, franchise, contract manufacturing or intra-group consent. Routes, shared rules and pitfalls.
- [Annual IP Audit for Companies: Trademarks, Patents and Designs](https://www.webx.net.tr/en/blog/annual-ip-audit-for-companies): How to run an annual IP audit: the inventory table, trademark, design and patent deadlines, 2026 TÜRKPATENT fee items and a quarter-by-quarter audit calendar.
- [How Do You Review a Company's Trademark and IP Portfolio Before Acquiring It?](https://www.webx.net.tr/en/blog/ip-due-diligence-before-acquiring-a-company): IP due diligence in a company acquisition: share vs asset deals, registry checks, the chain of title, red flags and contractual protections for the buyer.