What legend must be printed on the face of any securities or ownership interests issued by a Bonchon franchisee's business entity?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
- E. You will maintain stop instructions against the transfer on your business entity's corporate records of any securities or other ownership interests, and will not issue securities or other evidences of ownership without the following legend printed legibly and conspicuously on the face of the security or other evidence of ownership:
- "The transfer of this certificate and the interests it represents are subject to the terms and conditions of one or more Franchise Agreements with BONCHON FRANCHISE LLC, and to the restrictive provisions of the organizational documents of the issuer. Please refer to those documents for the terms of the restrictions."
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, if a franchisee operates as a business entity and issues securities or other ownership interests, a specific legend must be printed on the face of those documents. This legend informs any potential transferee that the transfer of the certificate and the interests it represents are subject to the terms and conditions of the Franchise Agreement with Bonchon Franchise LLC and the restrictive provisions within the organizational documents of the issuing entity. The legend also directs the recipient to refer to those documents for the specific terms of the restrictions.
This requirement ensures that any potential investor or transferee is fully aware of the limitations and obligations associated with owning an interest in the Bonchon franchise. It protects Bonchon by maintaining control over who becomes involved in the franchise system and ensuring compliance with the franchise agreement. The stop transfer instructions against the transfer on the business entity's corporate records further reinforce this control.
For a prospective Bonchon franchisee, this means that if they choose to operate their franchise through a corporation, LLC, or other business entity and plan to issue securities or ownership interests, they must include the prescribed legend on those documents. Failure to do so would be a violation of the franchise agreement. This requirement is typical in franchising, as franchisors want to maintain control over the ownership and management of their franchise locations to protect their brand and system standards.