What legend must be conspicuously endorsed on each stock certificate or evidence of ownership for a Bojangles franchise?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
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; and each stock certificate of Franchisee, or other evidence of ownership if Franchisee is a limited liability company, shall have the following legend conspicuously endorsed upon its face:
The shares represented by this certificate, or other evidence of ownership if Franchisee is a limited liability company, are subject to the terms of an agreement dated [date] between [name of issuing corporation or limited liability company] and BOJANGLES OPCO, LLC, which, inter alia, restricts transfer, restricts activities in which [name of issuing corporation or limited liability company] may engage, and imposes restrictions on shareholders or members.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, if a franchisee is a corporation, they must maintain stop-transfer instructions against the transfer on its records of any equity securities. Each stock certificate or other evidence of ownership (if the franchisee is a limited liability company) must have a specific legend conspicuously endorsed on its face.
The required legend states that the shares or ownership evidence are subject to the terms of an agreement between the issuing corporation/LLC and BOJANGLES OPCO, LLC. This agreement, dated a specific date, includes provisions that restrict transfer, limit the activities the corporation/LLC can engage in, and impose restrictions on shareholders or members.
This requirement ensures that Bojangles maintains control over the ownership and transfer of its franchises. By restricting transfer and activities, Bojangles aims to protect its brand, maintain consistent standards, and ensure that franchisees adhere to the franchise agreement. Prospective franchisees should carefully review the franchise agreement to understand the specific restrictions and obligations associated with owning a Bojangles franchise.