If the franchisee is an Entity, what authority does Beverly Anns Cookie require it to have?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
- 3.1.1 Authority. You have the authority to execute, deliver, and perform your obligations under this Franchise Agreement and all related agreements and are duly organized or formed, validly existing, and in good standing under the laws of the state of your incorporation or formation.
- 3.1.2 Company Documents. At our request, you will furnish copies of all documents and contracts governing the rights and obligations of your Owners (such as, Articles of Incorporation or Organization and partnership, operating or shareholder agreements or similar documents, the "Company Documents"). You will not alter, change, or amend your Company Documents, without obtaining our prior written approval, which approval we will not unreasonably deny or withhold, and will grant if such changes will not prevent you from performing your obligations under this Franchise Agreement.
- 3.1.3 Transfer Restrictions. Your Company Documents will recite that this Franchise Agreement restricts the issuance and transfer of any ownership interests in you, and all certificates and other documents representing ownership interests in you will bear a legend referring to this Franchise Agreement's restrictions.
- 3.1.4 Naming. You agree not to use the name "Beverly Ann's Cookie Truck" or any similar wording in the name of your Entity.
- 3.1.5 Owner Identification. You certify that Attachment B to this Franchise Agreement completely and accurately describes all of your Owners and their interests in you as of the Effective Date. You agree to sign and deliver to us a revised Attachment B to reflect any permitted changes in the information that Attachment B now contains.
- 3.1.6 Single Purpose Entity. The Franchised Business will be the only business that the Entity may operate, and your organizational documents must reflect this (although the Owners in the Entity
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to Beverly Anns Cookie's 2025 Franchise Disclosure Document, if the franchisee is an entity, it must have the authority to execute, deliver, and perform its obligations under the Franchise Agreement and all related agreements. The entity must be duly organized or formed, validly existing, and in good standing under the laws of the state of its incorporation or formation.
Beverly Anns Cookie requires that the franchisee furnish copies of all documents and contracts governing the rights and obligations of the owners, such as Articles of Incorporation or Organization and partnership, operating or shareholder agreements or similar documents. The franchisee cannot alter, change, or amend these company documents without obtaining Beverly Anns Cookie's prior written approval, which Beverly Anns Cookie will not unreasonably deny or withhold, and will grant if such changes will not prevent the franchisee from performing its obligations under the Franchise Agreement.
The franchisee's company documents must state that the Franchise Agreement restricts the issuance and transfer of any ownership interests in the franchisee, and all certificates and other documents representing ownership interests in the franchisee will bear a legend referring to the Franchise Agreement's restrictions. The franchisee agrees not to use the name "Beverly Ann's Cookie Truck" or any similar wording in the name of the entity. The franchisee must also certify that Attachment B to the Franchise Agreement completely and accurately describes all of the owners and their interests in the franchisee as of the effective date and agrees to sign and deliver a revised Attachment B to reflect any permitted changes in the information that Attachment B now contains.
Furthermore, the franchised business will be the only business that the entity may operate, and the franchisee's organizational documents must reflect this. However, the owners in the entity may have other business interests subject to any restrictions on competitive businesses contained in the Franchise Agreement.