Can a Bhc Master Franchisee transfer to an Affiliated Entity without Franchisor consent?
Bhc Franchise · 2025 FDDAnswer from 2025 FDD Document
12.6 Transfers from Master Franchisee to an Affiliated Entity.
- (a) Upon not less than 30 days' prior written notice to Franchisor, Master Franchisee may, upon Franchisor's written consent, assign and transfer this Agreement at its entirety to an entity that is (i) organized to operate as a developer of BHC Restaurants and (ii) entirely owned by Master Franchisee ("Affiliated Entity").
- (b) Any assignment and transfer by Master Franchisee of the rights, duties and obligations under this Agreement to an Affiliated Entity must be evidenced by a written instrument, in form reasonably satisfactory to Franchisor, under the terms of which said business entity expressly assumes all of Master Franchisee's rights, duties, and obligations hereunder, whether accrued at the time of such assignment or arising thereafter, and the assignee agrees to be bound by all the terms and provisions of this Agreement to the same extent and in the same manner as Master Franchisee is. A copy of said instrument, executed by both Master Franchisee and said business entity must be delivered to Franchisor before the effective date of the transfer. Master Franchisee will not be able to maintain direct ownership and operation of the BHC Restaurants which Master Franchisee (or its Affiliated Entities) has developed after such assignment.
Source: Item 23 — Receipts (FDD pages 52–230)
What This Means (2025 FDD)
According to Bhc's 2025 Franchise Disclosure Document, a Master Franchisee cannot transfer the franchise agreement to an affiliated entity without the franchisor's written consent. The Master Franchisee must provide written notice to Bhc at least 30 days before the proposed transfer.
For Bhc, an 'Affiliated Entity' must be organized to operate as a developer of Bhc restaurants and be entirely owned by the Master Franchisee. The transfer must be documented in a written instrument, satisfactory to Bhc, where the affiliated entity assumes all of the Master Franchisee's obligations under the agreement. A copy of this document, signed by both parties, must be delivered to Bhc before the transfer takes effect.
It's important to note that after such a transfer, the Master Franchisee cannot maintain direct ownership and operation of Bhc restaurants that the Master Franchisee (or its Affiliated Entities) has developed. This condition ensures that the affiliated entity takes on full responsibility for the franchise operations.