What constitutes an assignment, transfer, sale, gift, or other disposition of an All County franchise?
All_County Franchise · 2025 FDDAnswer from 2025 FDD Document
20.3. Assignments. An assignment, transfer, sale, gift or other disposition includes the following events:
- 20.3.1. transfer of ownership of capital stock, partnership interest, or other equity interest in you;
20.3.2. merger or consolidation or issuance of additional securities or interests representing an ownership interest in you;
20.3.3. any issuance or sale of your stock or any security convertible to your stock to any person or entity other than an existing owner;
20.3.4. transfer of an interest in you, this Agreement or the Business in a divorce, insolvency or corporate or partnership dissolution proceeding or otherwise by operation of law;
20.3.5. transfer of an interest in you, this Agreement or the Business, in the event of your death or the death of one of your owners, by will, declaration of or transfer in trust or under the laws of intestate succession;
20.3.6. pledge of this Agreement (to someone other than us) or of an ownership interest in you as security, foreclosure upon the Business or your transfer, surrender or loss of possession, control or management of the Business; or
20.3.7. transferring any of the accounts or clients of the Business to anyone except to another ALL COUNTY® business that has been approved in writing by us or to us or our designees.
Source: Item 23 — Receipts (FDD pages 43–157)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, an assignment, transfer, sale, gift, or other disposition of the franchise includes several specific events. These include the transfer of ownership of capital stock, partnership interest, or other equity interest in the franchisee's business entity. This means that any change in who owns the business, even if the franchise agreement remains technically in place, is considered a transfer.
Additionally, the definition extends to mergers, consolidations, or the issuance of additional securities or interests that represent an ownership interest in the franchisee. This covers situations where the business structure changes, impacting ownership. It also includes any issuance or sale of stock or securities convertible to stock to someone other than an existing owner, further emphasizing that changes in equity ownership trigger the transfer rules.
Furthermore, a transfer of interest in the franchise, the Franchise Agreement, or the business due to divorce, insolvency, corporate or partnership dissolution, or by operation of law is considered a transfer. This also applies in the event of the death of the franchisee or one of the owners, whether through a will, declaration of trust, or intestate succession. Pledging the Franchise Agreement or an ownership interest as security, foreclosure upon the business, or the franchisee's transfer, surrender, or loss of possession, control, or management of the business also constitute a transfer. Finally, transferring any of the accounts or clients of the business to anyone, except to another All County business approved in writing by All County or to All County itself, is also included in the definition.