How does All County define a 'transfer' of the franchise by the franchisee?
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 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 31–34)
What This Means (2025 FDD)
According to All County's 2025 Franchise Disclosure Document, a transfer by the franchisee encompasses a broad range of scenarios where the ownership or control of the franchise changes. All County requires prior written approval for any transfer of interest or ownership in the business, and any transfer without this approval is considered a breach of the Franchise Agreement and is void.
The definition includes not only direct sales or assignments of the franchise agreement itself but also extends to changes in the ownership structure of the franchisee entity. Specifically, this includes the transfer of ownership of capital stock, partnership interest, or other equity interest in the franchisee. It also covers events such as mergers, consolidations, or the issuance of additional securities that represent an ownership interest. The issuance or sale of stock or securities convertible to stock to someone other than an existing owner also constitutes a transfer.
Furthermore, All County considers transfers occurring due to life events or legal proceedings as a transfer. This includes the transfer of interest in the franchise agreement or the business in cases of divorce, insolvency, corporate or partnership dissolution, death, or inheritance. Even the pledge of the franchise agreement or an ownership interest as security, foreclosure upon the business, or the loss of possession, control, or management of the business are considered transfers. Lastly, transferring any of the accounts or clients of the business to anyone except to another approved All County business, or to All County itself, is also defined as a transfer.
In summary, All County maintains a comprehensive definition of what constitutes a transfer to ensure they retain control over who operates an All County franchise and to protect the brand's integrity. Franchisees need to be aware that virtually any change in ownership or control, whether direct or indirect, requires franchisor approval.