What is the Aerus debtor required to maintain regarding their entity formation?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
14. Representations and Warranties.
A. Franchisee shall use its best efforts to operate the Franchised Business so as to achieve optimum sales in accordance with this Agreement.
B. If a business entity:
- (1) Franchisee is duly organized and validly existing under the law of the jurisdiction of its formation and is duly qualified and authorized to do business in each jurisdiction in which the Franchised Business will operate;
- (2) Franchisee's charter documents currently provide and will at all future times provide that Franchisee's activities shall be confined exclusively to the ownership and operation of an Aerus Business, unless Company otherwise consents in writing;
- (3) Franchisee has provided to Company for review certified copies of its articles of organization or other charter documents, any amendments thereto, resolutions of its Board of Directors or Board of Managers, or consent of its limited partners, authorizing and consenting to entry into and performance of this Agreement, and any certificates, buy-sell agreements or other documents restricting the sale or transfer of equity of the entity, and any other documents as Company may reasonably require prior to the execution of this Agreement;
- (4) The individual executing this Agreement is duly authorized to so execute, has appropriate authority to bind Franchisee as provided hereunder, and is an active, full-time participant in the daily operations of the Franchised Business; and
- (5) Franchisee's execution of this Agreement, and entry into the business arrangement contemplated hereby, do not violate any prior existing obligation, any law or any of the contractual or business relationship of Franchisee or any of Franchisee's principals.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, if the franchisee is a business entity, they must adhere to several requirements regarding their organization and operation. Aerus requires that the franchisee is duly organized, validly existing, and authorized to conduct business in each jurisdiction where the franchised business operates. This means the franchisee must be properly registered and in good standing with the relevant authorities in each location.
Furthermore, the franchisee's charter documents must stipulate that their activities are exclusively limited to the ownership and operation of an Aerus Business, unless Aerus provides written consent otherwise. This ensures that the franchisee remains focused on the Aerus business and does not divert resources or attention to other ventures without approval. The franchisee must also provide Aerus with certified copies of their organizational documents, including any amendments, resolutions, or agreements that authorize their entry into the Franchise Agreement.
Aerus also mandates that the individual executing the Franchise Agreement on behalf of the business entity is duly authorized to do so, possesses the appropriate authority to bind the franchisee, and is an active, full-time participant in the daily operations of the Aerus Business. This ensures that the person signing the agreement has the legal capacity to do so and is committed to the day-to-day management of the franchise. Finally, the franchisee's execution of the agreement must not violate any prior existing obligations, laws, or contractual relationships of the franchisee or its principals, ensuring that there are no conflicts of interest or legal impediments to their participation in the Aerus franchise system.