What representation does a Belocal franchisee make regarding its organizational documents if it is a corporation, partnership, or LLC?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
. If Franchisee is a corporation, partnership, limited liability company, or other legal entity, Franchisee represents and warrants the following:
- (1) Franchisee is duly organized and validly existing under the laws of the state of its formation;
- (2) Franchisee is duly qualified and is authorized to do business in each jurisdiction in which its business activities or the nature of the properties owned by it require such qualification;
- (3) Franchisee's corporate charter or written partnership or limited liability company agreement shall at all times provide that the activities of Franchisee are confined exclusively to the operation of the Franchised Business;
- (4) The execution of this Agreement and the performance of the transactions contemplated hereby are within Franchisee's corporate power, if Franchisee is a corporation, or if Franchisee is a partnership or a limited liability company, are permitted under Franchisee's written partnership or limited liability company agreement and have been duly authorized by Franchisee; and
- (5) Franchisee has provided to Franchisor prior to the execution of this Agreement, and from time to time during the Term of this Agreement shall provide to Franchisor at Franchisor's request, copies of Franchisee's articles of incorporation and bylaws or, as applicable, Franchisee's written partnership or limited liability company agreement, other governing documents, any amendments to such documents, resolutions authorizing Franchisee's entry into and performance of this Agreement, and any
certificates, buy-sell agreements, or other documents restricting the sale or transfer of Franchisee's stock or other ownership interests and any other documents that Franchisor may reasonably request.
K. Ownership; Principals' Undertaking.
- (1) If Franchisee is a corporation, partnership, limited liability company, or other legal entity, Franchisee represents and warrants that the ownership interests in Franchisee are accurately and completely described in Attachment E.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, if a franchisee is a corporation, partnership, limited liability company, or other legal entity, it makes several representations and warranties to Belocal. These include assurances that the franchisee is properly organized and legally operating under the laws of its state of formation, and that it is authorized to conduct business in any jurisdiction where its activities or properties require such authorization.
Furthermore, the franchisee's organizational documents (corporate charter, partnership agreement, or LLC agreement) must stipulate that its activities are exclusively limited to operating the Belocal franchised business. The franchisee also confirms that executing the franchise agreement and fulfilling its obligations are within its legal powers, whether it's a corporation, partnership, or LLC, and that these actions have been properly authorized.
Finally, the franchisee must provide Belocal with copies of its organizational documents, including articles of incorporation, bylaws, partnership agreements, LLC agreements, any amendments to these documents, resolutions authorizing the agreement, and any documents restricting the sale or transfer of ownership interests. These documents must be provided before the franchise agreement is executed and updated as requested by Belocal during the term of the agreement. The franchisee also represents and warrants that the ownership interests in the Franchisee are accurately and completely described in Attachment E.