What fees must be paid when transferring an Amorino franchise interest to a business entity?
Amorino Franchise · 2025 FDDAnswer from 2025 FDD Document
(7) You shall have paid the transfer fee in the amount set forth in the Data Sheet plus the reimbursement of our reasonable costs and expenses (including legal fees) incurred in facilitating the transfer.
(10) You or the transferee shall have paid the amount specified as the "Transfer Fee" in the Data Sheet plus the reimbursement of our reasonable costs and expenses incurred in connection with the transfer (including legal fees), including our costs to obtain background checks on the transferee and its Principals.
C.
Transfer by Individual Franchisee to Business Entity for Convenience.
If you are an individual, you may transfer your interest in this Agreement to a Business Entity formed solely for purposes of owning and operating the Franchised Business for convenience of operation of this Agreement, provided however that you may not transfer such interest until we have consented to such transfer.
In connection with our providing such consent, you must deliver certain documents and provide evidence to our satisfaction that the Business Entity meets certain requirements, as follows:
(1) You and such Business Entity must execute our then-current standard form of assignment and assumption agreement in which the Business Entity will agree to be bound by, and to assume and discharge your obligations under, this Agreement, and you agree to remain personally liable under this Agreement.
(2) The Business Entity must be newly formed and articles or certificate of incorporation, formation or organization, bylaws, operating agreement or other organizational documents (collectively, the "Organizational Documents") must state that its activities are limited exclusively to the ownership and operation of the Franchised Business.
(3) You must own and control 100% of the equity interest of the Business Entity, and no interest may be transferred without our prior written consent.
If we do consent to any transfer, each Principal of the Business Entity and their spouse or registered domestic partner must provide a personal guaranty in our then-current form of personal guaranty.
(4) The Organizational Documents of such Business Entity shall recite that the issuance and transfer of any securities or interest in the Business Entity are restricted by the terms of this Agreement.
(5) The Organizational Documents of such Business Entity may not be amended or revised without our prior written consent.
(6) The Business Entity must remain in existence and in good standing during the term of this Agreement, and you shall not take any actions to dissolve the Business Entity.
(1) All of your accrued monetary obligations to Amorino and its Affiliates, and all other outstanding obligations related to the Store shall be up to date, fully paid and satisfied.
(2) You must be in full compliance with this Agreement and any other agreements between you and Amorino, its Affiliates and your suppliers.
(3) You shall have requested consent in writing and delivered to Amorino a completed copy of "Amorino Transfer Disclosure Form", as well as a copy of the proposed transfer agreements, including sale terms, and your lease agreement, at least 30 days prior to the proposed transfer, and Amorino has determined, in its sole and reasonable discretion, that the terms of the sale will not materially and adversely affect the post transfer viability of the Franchised Business.
(4) The transferee must demonstrate to our satisfaction that the transferee meets our educational, managerial and business standards; possesses a good moral character, business reputation and credit rating; has the aptitude and ability to conduct the Franchised Business; has adequate financial resources and capital to operate the Store; resides or is based near the Store, and otherwise satisfies our then current criteria for the selection of franchisees.
(7) If the transferee is a Business Entity, then each of the transferee's Principals and their spouse or registered domestic partner shall have delivered to us a guaranty in our then-current standard form of guaranty.
(9) The transferee must complete Amorino's then-current initial training program to our satisfaction.
(12) The Store must comply with Franchisor's up to date standards or transferee must present an acceptable remodeling plan to us, subject to our approval.
Source: Item 22 — CONTRACTS (FDD pages 80–81)
What This Means (2025 FDD)
According to Amorino's 2025 Franchise Disclosure Document, if a franchisee transfers their interest to a business entity, they must pay a transfer fee. The specific amount of this fee is detailed in the Data Sheet, which is a separate document not included in the provided excerpts. In addition to the transfer fee, the franchisee is responsible for reimbursing Amorino for reasonable costs and expenses associated with facilitating the transfer, including legal fees.
Several conditions must be met for Amorino to consent to the transfer. The business entity must be newly formed and dedicated exclusively to operating the franchised business. The franchisee must own and control 100% of the equity interest in the entity, and no interest can be transferred without Amorino's prior written consent. The organizational documents of the business entity must state that the issuance and transfer of any securities or interest in the entity are restricted by the terms of the franchise agreement and cannot be amended without Amorino's consent. The business entity must also remain in good standing throughout the term of the agreement, and the franchisee cannot dissolve it.
Furthermore, the franchisee must ensure all outstanding obligations to Amorino are current and fully paid. They must also be in full compliance with the franchise agreement and any other agreements with Amorino. The franchisee needs to request consent in writing at least 30 days before the proposed transfer, providing Amorino with a completed transfer disclosure form, the proposed transfer agreements, and the lease agreement. Amorino will assess whether the terms of the sale will adversely affect the viability of the franchised business post-transfer.
If the transferee is a business entity, each principal of the entity and their spouse or registered domestic partner must provide a personal guaranty. The transferee may also need to complete Amorino's initial training program. The store must comply with Amorino's current standards, or the transferee must present an acceptable remodeling plan for approval. Both the franchisee and the transferee must sign all required documents and take any other actions reasonably required by Amorino to complete the transfer.