In the Bojangles franchise agreement, what information is required regarding the franchisee's entity, specifically the state and type of entity?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
l not include any sales taxes or other taxes collected from customers by Franchisee for transmittal to the appropriate taxing authority.
V. FRANCHISEE ORGANIZATION AND CAPITAL STRUCTURE
- A. Franchisee shall be a corporation or a limited liability company composed solely of no more than six (6) shareholders/members who are individuals and not corporations, limited liability companies or any other legal entities, and shall comply with the following requirements:
- (1) Franchisee shall be organized and validly existing in good standing under the laws of the state of its incorporation or organization;
- (2) Franchisee shall be qualified to do business in all states in which its business activities or the nature of the properties owned by it requires such qualification;
- (3) Franchisee's Articles of Incorporation or Charter, or if Franchisee is a limited liability company, Franchisee's Articles of Organization and Operating Agreement shall at all times provide that Franchisee was organized and has authority only to develop, own and operate Bojangles restaurants; and that Franchisee shall not engage or invest in any business other than development, ownership and operation of Bojangles restaurants;
- (4) If Franchisee is a corporation, copies of Franchisee's Articles of Incorporation or Charter, Bylaws, and other governing documents, and any amendments thereto, including the resolution of the Board of Directors authorizing entry into this Agreement, shall be furnished to Franchisor on or before execution of this Agreement;
- (5) If Franchisee is a limited liability company, copies of Franchisee's Articles of Organization, Operating Agreement, and other governing documents, and any amendments thereto, including the Consent of all limited liability company members authorizing entry into this Agreement, shall be furnished to Franchisor on or before execution of this Agreement;
- (6) Franchisee shall maintain stop-transfer instructions against the transfer on its records of any equity securities;
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, the franchise agreement stipulates specific requirements for the franchisee's business entity. The franchisee must be a corporation or a limited liability company with no more than six shareholders or members, all of whom must be individuals rather than other legal entities.
The agreement requires that the franchisee be organized and in good standing under the laws of the state where it is incorporated or organized. Additionally, the franchisee must be qualified to conduct business in any state where its activities or properties necessitate such qualification. The franchisee's organizational documents (Articles of Incorporation or Organization, Operating Agreement, etc.) must state that the entity is authorized solely to develop, own, and operate Bojangles restaurants, and not engage in any other business ventures.
Bojangles requires copies of the franchisee's governing documents, including Articles of Incorporation or Organization, Bylaws or Operating Agreement, and any amendments, to be furnished to Bojangles before the execution of the franchise agreement. If a corporation, a resolution from the Board of Directors authorizing entry into the agreement is needed; if a limited liability company, consent from all members is required. The franchisee must also maintain a current list of all owners of record and beneficial owners, providing it to Bojangles upon request.