What legend must be conspicuously displayed on the face of each certificate representing ownership interests in a Brueggers Bagels franchise, if the ownership interests are certificated?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
- 12.2. Stop-Transfer Instructions. You must maintain stop-transfer instructions against the transfer on your records of any ownership interests in you. If such ownership interests are certificated, each certificate must conspicuously display on its face a printed legend in substantially the following form, adjusted as necessary if you are other than a corporation:
The transfer of any ownership represented by this certificate is subject to the terms and conditions of an Agreement with BRUEGGER'S FRANCHISE CORPORATION Reference is made to the provisions of the Agreement and to the governing documents of the Company.
Source: Item 22 — CONTRACTS (FDD page 61)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, if the ownership interests in the franchise are represented by certificates, each certificate must conspicuously display a specific printed legend on its face. This legend indicates that the transfer of any ownership represented by the certificate is subject to the terms and conditions outlined in the agreement with Bruegger's Franchise Corporation. The legend also references the provisions of the agreement and the governing documents of the company.
This requirement ensures that any potential buyer of ownership interests is fully aware that the transfer is not unrestricted and is governed by the franchise agreement and related documents. It protects Brueggers Bagels's interests by ensuring that new owners are subject to the same obligations and restrictions as the original franchisee.
For a prospective Brueggers Bagels franchisee, this means that if they plan to issue certificates representing ownership in their franchise, they must include the specified legend on each certificate. This is a mandatory requirement to maintain transparency and ensure compliance with the franchise agreement. The franchisee should consult with legal counsel to ensure the legend is accurately and conspicuously displayed on the certificates.