What are the requirements for the organizational structure of a Bojangles franchisee, specifically regarding the number and type of shareholders or members?
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;
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 organizational structure is restricted to no more than six shareholders or members. These shareholders or members must be individuals, 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 its 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 governing documents (Articles of Incorporation, Charter, Articles of Organization, and Operating Agreement) must state that the franchisee is authorized only to develop, own, and operate Bojangles restaurants and cannot engage in any other business ventures.
Furthermore, Bojangles mandates that the franchisee cannot be owned by two owners who each hold fifty percent of the ownership interests. The franchisee must maintain a current list of all owners of record, including members of a limited liability company and beneficial owners of any class of securities, and provide this list to Bojangles upon request. Each stock certificate or ownership evidence must have a legend indicating that the shares are subject to an agreement that restricts transfer, activities, and imposes restrictions on shareholders or members.