The 1 November 2025 Franchising Code changes: a franchisor's transition checklist

• It wasn't a new Code. The Competition and Consumer (Industry Codes, Franchising) Regulations 2024 have applied since 1 April 2025, and 1 November 2025 ended grace periods set out in s97, s99 and s100.
• Sections 43 and 44 don't apply to an agreement entered into, transferred, renewed or extended before 1 November 2025 (s97(3)).
• Agreements signed before 1 April 2025 and not renewed, extended or transferred since are still governed by the 2014 Code (s98).
• The ACCC's 13 October 2025 guide said agreement templates and disclosure documents had to be updated by 1 November 2025, even if your financial year didn't end on 30 June.
• Each obligation carries a maximum civil penalty of 600 penalty units, which is $218,400 per contravention for conduct from 1 July 2026.

Start with the date each agreement was last entered into, transferred, renewed or extended; the Code treats each of those events as a franchise agreement (s7(2)).

1. Signed before 1 April 2025 and not renewed, extended or transferred since: the 2014 Code still governs it (s98), so none of the 1 November rules apply.
2. Entered into, transferred, renewed or extended from 1 April to 31 October 2025: the current Code applies, but s43 and s44 don't until the next transfer, renewal or extension (s97(3)).
3. Entered into, transferred, renewed or extended on or after 1 November 2025: every provision applies.
4. Worked example: a 5-year agreement signed on 1 June 2025 needs no s43 clause now, but if the franchisee renews on 1 June 2030, the renewed agreement must contain one.
5. Worked example: a resale completing on 20 January 2026 is a transfer after 1 November 2025, so s43 and s44 come into play. Get legal advice before you consent.
6. Funds work differently: s31 and s61 didn't apply to non-marketing funds before 1 November 2025 (s97(5)), and marketing and co-op funds meeting the old rules were deemed compliant until 31 October 2025 (s100).
7. Mixed networks: franchisees still under the 2014 Code keep its fund rules, so check each fund statement against both Codes.

These are the provisions the Code delayed, with the section that delays each one.

• Early-termination compensation (s43): if you end an agreement early because you withdraw from the Australian market, rationalise your network or change your distribution model, the agreement must compensate the franchisee and say how. Delayed by s97(3).
• Reasonable opportunity for a return (s44): the agreement must give the franchisee a reasonable opportunity to make a return, during the term, on any investment you require. Delayed by s97(3).
• Capex disclosure (s20(4) and Schedule 1 items 14(1A) and 14(1B)): required only in disclosure documents created from 1 November 2025 (s97(7)).
• The capex discussion (s47): not delayed itself, but it covers capex disclosed under s20(4), so in practice it started with the new disclosure.
• Other funds (s31 and s61): technology, refurbishment, training, conference and similar funds now follow the statement, audit, separate-account and spending rules (s97(4) and (5)).
• Fund disclosure (item 15): documents created from 1 November 2025 must describe every specific purpose fund the franchisee pays into (s97(6)).
• Marketing and co-op funds (s100): deemed compliance under the old rules ended on 31 October 2025, so s31 now applies in full, including the percentage split between the fund's purpose and administration and audit (s31(3)(b)).
• Annual updates (s99): for disclosure documents given before 1 April 2025, the old update rule ran until 31 October 2025, and s21 applies from 1 November 2025.

The ACCC's 13 October 2025 guide lists the restraint of trade limit and the cooling-off opt-out among protections starting on 1 November 2025, and its changes webpage does the same. The Code's transition rule, s97, delays neither, and the guide's own restraint section refers to agreements from 1 April.

• Restraint of trade (s42 and s67): no post-term restraint that would apply after you refuse a valid renewal or extension request without genuine goodwill compensation. From 1 April 2025.
• Cooling-off opt-out (s50(7)): a franchisee who has, or recently had, a substantially identical agreement for substantially the same business can opt out in writing. From 1 April 2025.
• Disclosure opt-out (s23(4) and s24(4)): the same repeat franchisees can opt out of receiving the disclosure document and Code. From 1 April 2025.
• Termination on 7 days' notice, with no right to dispute, for grounds such as insolvency or losing a required licence (s57). From 1 April 2025.
• The Key Facts Sheet was abolished on 1 April 2025.
• Almost every obligation became a civil penalty provision from 1 April 2025.

1. Add a compensation clause naming the three s43 triggers: withdrawing from the Australian market, rationalising your networks in Australia, and changing your distribution models in Australia.
2. Say how compensation is determined, with specific reference to lost profit from direct and indirect revenue, unamortised capital expenditure you requested, lost opportunity to sell established goodwill, and wind-up costs (s43(2)(b)).
3. Add a return and buy-back or compensation mechanism for specified stock, and for essential specialty equipment, branded product or merchandise that can't be repurposed for a similar business (s43(3) and (4)).
4. Delete any term that purports to exclude other compensation when the agreement ends early for a reason other than the franchisee's breach (s43(5)).
5. Check the term against realistic payback for each site type (s44).
6. Give each fund a specified common purpose, a contribution rate and the kinds of expenses it meets, with company-owned units paying on the same basis (s61(2)).
7. Confirm post-term restraints comply with s42, and that capital expenditure clauses fit the four routes in s60(2).
8. Keep a version log showing which template each franchisee signed, and when.

1. Answer item 14(1A): will you require significant capital expenditure during the term? There is no dollar threshold.
2. Complete item 14(1B) for each item: rationale; amount, timing and nature; outcomes and benefits; and risks. For uncertain costs, give triggers, examples and a reasonable range.
3. Complete item 15 for every specific purpose fund, including who administers it, the kinds of expenses it meets, and whether you or an associate supply goods or services it pays for.
4. Attach the most recently prepared annual financial statement for each fund (item 15(1)(g)).
5. Check the item 17B termination summary reflects the new compensation clause, and whether item 18(1)(g) says you'll consider capex at the end of the term.
6. Re-sign the document and update its preparation date and table of contents (s20(5) and (6)).
7. Update your Franchise Disclosure Register profile where answers have changed.

The ACCC's examples include technology, refurbishment, training, marketing, environmental and group project funds. For each one:

1. Keep a separate account with a financial institution for fund payments (s61(3)), and move any existing balance into it.
2. Pay into the fund for every company-owned unit on the same basis as franchisees (s61(2)).
3. Spend only on expenses of a kind disclosed in the disclosure document, legitimate expenses for the fund's purpose, or expenses a majority of paying franchisees agree to, plus reasonable administration and audit costs (s61(4)).
4. Keep invoices, estimates and contracts showing administration charges are reasonable.
5. Prepare the annual statement within 4 months of year end, with meaningful detail and the percentage split (s31(2) and (3)).
6. Have it audited within the same 4 months, unless 75% of contributing franchisees vote within 3 months to waive that year's audit (s31(4)).
7. Give franchisees the statement within 30 days of preparing it, and the audit report within 30 days of receiving it.

• Each contravention can attract up to 600 penalty units: $218,400 for conduct from 1 July 2026, or $198,000 at the previous $330 unit value for conduct from 7 November 2024 to 30 June 2026.
• The ACCC can issue infringement notices of 60 penalty units to a company ($21,840) or 12 to an individual ($4,368). Paying one isn't an admission.
• In August 2026, Venue Smart paid $59,400 across three infringement notices for alleged contraventions, including failing to prepare a 2024–25 marketing fund statement and not keeping a separate account for fund payments.
• Unfair contract terms law applies separately. Since 9 November 2023, using an unfair term in a standard form small business contract can attract up to the greatest of $50 million, three times the benefit or 30% of turnover.

• Every agreement since 1 November 2025 has an s43 clause and passed an s44 term review.
• Every disclosure document created or updated since then covers items 14(1A), 14(1B) and 15.
• Every fund has its own account, and company-owned units pay on the same basis.
• Your calendar shows each fund's vote, statement, audit and delivery dates.
• Renewals, extensions and transfers since 1 November 2025 were checked against s43 and s44.
• Restraint and cooling-off opt-out processes have run since 1 April 2025.