Does the Bojangles FDD include state-specific addenda?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
| (410) 576-6360 | (804) 371-9733 | | MICHIGAN | WASHINGTON | | Michigan Attorney General's Office | Director of Department of Financial Institutions | | Corporate Oversight Division, Franchise Section | Securities Division – 3rd Floor | | 525 West Ottawa Street | 150 Israel Road, Southwest | | G. Mennen Williams Building, 1st Floor | Tumwater, Washington 98501 | | Lansing, Michigan 48913 | (360) 902-8760 | | (517) 335-7567 | | | MINNESOTA | WISCONSIN | | Commissioner of Commerce | Division of Securities | | Minnesota Department of Commerce | 4822 Madison Yards Way, North Tower | | 85 7th Place East, Suite 280 | Madison, Wisconsin 53705 | | St. Paul, Minnesota 55101 | (608) 266-2139 | | | | | (651) 539-1600 | |
EXHIBIT K STATE SPECIFIC ADDENDA
K.1. ADDITIONAL STATE REQUIRED DISCLOSURES
K.2. STATE REQUIRED AGREEMENT ADDENDA
K.1. ADDITIONAL STATE REQUIRED DISCLOSURES
California
Hawaii
Illinois
Maryland
Michigan
Minnesota
New York
North Dakota
Rhode Island
Virginia
State of Washington
ADDITIONAL DISCLOSURES REQUIRED BY THE STATE OF CALIFORNIA
- SECTION 31125 OF THE CALIFORNIA CORPORATIONS CODE REQUIRES US TO GIVE YOU A DISCLOSURE DOCUMENT, IN A FORM CONTAINING THE INFORMATION THAT THE COMMISSIONER MAY BY RULE OR ORDER REQUIRE, BEFORE A SOLICITATION OF A PROPOSED MATERIAL MODIFICATION OF AN EXISTING FRANCHISE.
THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE DISCLOSURE DOCUMENT.
See the cover page of the disclosure document for Bojangles' URL address. OUR WEBSITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION. ANY COMPLAINTS CONCERNING THE CONTENTS OF THIS WEBSITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION AT WWW.DFPI.CA.GOV.
- Item 3, Additional Disclosure. The following statement is added to Item 3:
Neither we nor any person listed in Item 2 is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling such parties from membership in such association or exchange.
- Item 17, Additional Disclosures. The following statements are added to Item 17:
California Business and Professions Code Sections 20000 through 20043 provide rights to you concerning transfer, termination or non-renewal of the franchise agreements. If the franchise agreements contain a provision that is inconsistent with the law, the law will control.
The franchise agreements provide for termination upon bankruptcy. These provisions may not be enforceable under federal bankruptcy law (11 U.S.C.A. § 101, et seq.).
The franchise agreements provide for application of the laws of North Carolina. This provision may not be enforceable under California law.
The franchise agreements contain a choice of forum provision. This provision may not be enforceable under California law.
The franchise agreements contain a covenant not to compete that extends beyond the termination of the franchise. These provisions may not be enforceable under California law.
You must sign a general release if you transfer the rights granted under the franchise agreements and if you renew your franchise. These provisions may not be enforceable under California law. California Corporations Code Section 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code Sections 31000 through 31516). Business and Professions Code Section 21000 voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code Sections 20000 through 20043).
Item 22, Additional Disclosure. The following statements are added to Item 22:
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
ADDITIONAL DISCLOSURES REQUIRED BY THE STATE OF HAWAII
THESE FRANCHISES WILL BE/HAVE BEEN FILED UNDER THE FRANCHISE INVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE DIRECTOR OF REGULATORY AGENCIES OR A FINDING BY THE DIRECTOR OF REGULATORY AGENCIES THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADING.
THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE WITHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE, OR SUBFRANCHISOR, AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, OR SUBFRANCHISOR, WHICHEVER OCCURS FIRST, A COPY OF THE OFFERING CIRCULAR, TOGETHER WITH A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.
THIS OFFERING CIRCULAR CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF ALL RIGHTS, CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE.
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Registered agent in the state authorized to receive service of process: Commissioner of Securities, Department of Commerce and Consumer Affairs, Business Registration Division, Securities Compliance Branch, 335 Merchant Street, Room 203, Honolulu, Hawaii 96813.
ADDITIONAL DISCLOSURES REQUIRED BY THE STATE OF ILLINOIS
**1.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, the document includes state-specific addenda. Exhibit K outlines these addenda, which are divided into two sections: additional state-required disclosures and state-required agreement addenda. Specific states listed under additional state-required disclosures include California, Hawaii, Illinois, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, Virginia, and the State of Washington. States requiring agreement addenda include Illinois, Maryland, Minnesota, New York, North Dakota, Rhode Island, and the State of Washington. Furthermore, there is an addendum to the Bojangles Express Franchise Agreement and the Bojangles Renewal Franchise Agreement required for Rhode Island franchisees, as well as an addendum to the Bojangles Development Agreement required for Illinois franchisees.
For prospective Bojangles franchisees, this means that the franchise agreement and required disclosures may vary depending on the state in which they plan to operate. Franchisees in the listed states will need to carefully review the specific addenda applicable to their state to understand any additional requirements or modifications to the standard franchise agreement. For example, the FDD includes additional disclosures required by the state of California, including specific language related to the California Corporations Code and the California Franchise Investment Law.
It is important for potential franchisees to pay close attention to these state-specific addenda as they can impact their rights and obligations under the franchise agreement. The Rhode Island addenda, for instance, modifies sections of the franchise agreement to comply with the Rhode Island Franchise Investment Act, specifically addressing provisions related to jurisdiction, venue, and the application of laws. These addenda ensure that the franchise agreement complies with local laws and regulations, providing franchisees with certain protections and rights within their state.
Therefore, prospective Bojangles franchisees should consult with a legal professional to fully understand the implications of these state-specific addenda and how they may affect their franchise operations. This will help ensure they are fully aware of their rights and responsibilities under the franchise agreement and in compliance with all applicable state laws.