What are the requirements for a Bojangles franchisee regarding their business structure, specifically concerning the number and type of shareholders or members allowed?
Bojangles Franchise · 2025 FDDAnswer from 2025 FDD Document
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; 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.
- (7) Franchisee shall not be owned by two (2) owners who each own fifty percent (50%) of the ownership interests in Franchisee. Franchisee shall maintain a current list of all owners of record, including all members if Franchisee is a limited liability company, and all beneficial owners of any class of securities of Franchisee and shall furnish the list to Franchisor at such time as Franchisor may request.
- B.
Source: Item 22 — CONTRACTS (FDD page 82)
What This Means (2025 FDD)
According to Bojangles's 2025 Franchise Disclosure Document, a franchisee must be a corporation or limited liability company. The company can only be composed of a maximum of six shareholders or members. These shareholders or members must be individuals, and not other corporations, limited liability companies, or any other legal entities.
Bojangles requires that the franchisee be organized and in good standing under the laws of the state of incorporation or organization. The franchisee must also be qualified to conduct business in all states where its activities or properties require such qualification. The franchisee's organizational documents must state that it is authorized only to develop, own, and operate Bojangles restaurants, and not engage or invest in any other type of business.
Furthermore, if the franchisee is a corporation, copies of its Articles of Incorporation or Charter, Bylaws, and other governing documents, including the resolution authorizing entry into the Franchise Agreement, must be provided to Bojangles. If the franchisee is a limited liability company, copies of its Articles of Organization, Operating Agreement, and other governing documents, including the consent of all members authorizing entry into the Agreement, must be furnished to Bojangles. The franchisee must also maintain stop-transfer instructions against the transfer of any equity securities and include a specific legend on each stock certificate or evidence of ownership.
Finally, Bojangles stipulates that the franchisee cannot be owned by two owners who each hold fifty percent of the ownership interests. The franchisee is required to maintain a current list of all owners of record, including members if it is a limited liability company, and all beneficial owners of any class of securities, and provide this list to Bojangles upon request. These requirements ensure that the franchisee's business structure aligns with Bojangles's operational and financial standards.