What conditions can Beem Light Sauna specify for consenting to a transfer?
Beem_Light_Sauna Franchise · 2025 FDDAnswer from 2025 FDD Document
under the Marks and using the System;
- (n) We must determine, in our sole discretion, that the purchase price and payment terms will not adversely affect the operation of the Studio. If you or your Owners finance any part of the purchase price, you and they must agree that all obligations under promissory notes, agreements, or security interests reserved in the Studio will be subordinate to the transferee's obligation to pay all amounts due to us and our Affiliates and otherwise to comply with this Agreement; and
- (o) You and your Owners and the transferee and its owners must execute a consent to Transfer agreement in a form that we prescribe that describes the conditions that must be complied with in order to obtain our consent to the Transfer.
- 13.5 Non-Control Transfers. For any Transfer that does not result in a Control Transfer, in addition to any other conditions that we reasonably specify, you and/or your transferee must satisfy (unless waived by us) the conditions in Sections 13.4 (Control Transfer),
except the following conditions will not apply: Section 13.4(g) (obtain landlord's consent), 13.4(i) (complete training), 13.4(k) (sign new franchise agreement), and 13.4(l) (renovate Studio). You and your Owners must sign the form of agreement and related documents that we then specify to reflect your new ownership structure.
- 13.6 Transfer to an Entity. We will consent to the assignment of this Agreement to an Entity that you form for the convenience of ownership, provided that: (i) the Entity has and will have no other business besides operating Studio; (ii) you satisfy the conditions in Sections 13.4(a) (pay the applicable Transfer Fee), 13.4(b) (all payments made), 13.4(c) (comply with obligations), 13.4(d) (sign general release), 13.4(e) (remain liable for pre-Transfer obligations), 13.4(f) (remain bound to certain provisions), and 13.4(j) (sign assignment and guaranty); and (iii) the Owners hold equity interests in the new Entity in the same proportion shown in Appendix A.
- 13.7 Permitted Transfers. The other provisions in this Section do not apply, including our right of first refusal and right of approval, to the following Transfers:
- (a) Security Interests. You may grant, without obtaining our consent, a security interest in the Site (if you own the Site), the Studio, or any Operating Assets to a financial institution or other party that provided or provides any financing for your acquisition, development, and/or operation of the Studio, but you may not grant a security interest in this Agreement. Any foreclosures or other exercise of the rights granted under any security interest are subject to all applicable terms and conditions of this Section 13. For the avoidance of doubt, in no event shall any secured party be entitled to (i) use on your or their behalf, or receive an assignment of your License to use, the Intellectual Property under this Agreement or (ii) use, assign, possess, or have access to the Proprietary Information.
- (b) Transfer to a Revocable Trust. Any Owner who is an individual may Transfer his or her ownership interest in you (or any of your Owners that is an Entity) to a revocable trust that he or she establishes for estate planning purposes, as long as he or she (i) is a trustee of the trust, (ii) controls the exercise of the rights in you (or your Owner) held by the trust, and (iii) has the right to revoke the trust.
Source: Item 23 — RECEIPT (FDD pages 71–230)
What This Means (2025 FDD)
According to Beem Light Sauna's 2025 Franchise Disclosure Document, Beem Light Sauna has the right to specify conditions for consenting to a transfer of the franchise agreement. Beem Light Sauna requires that the franchisee, their owners, and the transferee execute a consent to transfer agreement, using a form prescribed by Beem Light Sauna, which outlines the conditions for obtaining consent for the transfer.
For transfers that do not result in a change of control, Beem Light Sauna may specify other reasonable conditions that the franchisee and/or transferee must satisfy. However, certain conditions related to control transfers, such as obtaining the landlord's consent, completing training, signing a new franchise agreement, and renovating the studio, may be waived by Beem Light Sauna. The franchisee and their owners must also sign any additional agreements or documents that Beem Light Sauna specifies to reflect the new ownership structure.
For transfers to an entity formed for ownership convenience, Beem Light Sauna will consent if the entity's sole business is operating the studio, the franchisee meets specific conditions (paying the transfer fee, fulfilling obligations, signing releases and guarantees), and the owners maintain the same equity interests in the new entity. Beem Light Sauna retains the discretion to withhold consent for a transfer, except in specific situations like transfers to an entity, permitted transfers (such as security interests and transfers to a revocable trust), and transfers upon death, incapacity, or bankruptcy, and may condition its consent on compliance with any conditions that it specifies.