What conditions must be satisfied for Bumble Roofing to approve a transfer or assignment of the Franchise Agreement?
Bumble_Roofing Franchise · 2025 FDDAnswer from 2025 FDD Document
- (b) No shares or interest in the capital of such corporation, limited liability company, partnership or other business entity shall be issued nor shall Franchisee directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, sell, assign, transfer, convey, donate, pledge, mortgage or otherwise encumber any such shares or interest or offer or attempt to do so or permit the same to be done without Franchisor's prior written consent;
- (c) The corporation shall maintain stop transfer instructions against the transfer of shares on its records subject to the restrictions of this Section and shall have all outstanding shares endorsed with the following legend printed conspicuously upon the face of each certificate:
"The transfer of this certificate is subject to the terms and conditions of a certain Franchise Agreement with BUMBLE ROOFING FRANCHISOR, LLC Reference is made to said Franchise Agreement and to the restrictive provisions of the articles of this corporation."
(d) The articles of incorporation, articles of organization, operating agreement, partnership agreement, shareholder agreement, and by-laws of the corporation, limited liability company, partnership or other business entity shall provide that its objectives or business is confined exclusively to the operation of the Business as provided for in this Agreement, and recite that the issuance and transfer of any shares, membership interest, partnership interest or other interest is restricted by the terms of this Agreement, and copies thereof shall be furnished to Franchisor upon request;
(e) Franchisor's consent to a transfer of any interest subject to the restrictions of this Section shall not constitute a waiver of any claim it may have against the assignor, nor shall it be deemed a waiver of Franchisor's right to demand exact compliance with any of the terms of this Agreement by the assignee;
(f) The corporation, partnership, limited liability company or other business entity shall advise Franchisor and keep Franchisor current as to the names and addresses of the directors, officers, members, partners and shareholder of and those persons financially involved in the corporation, partnership, limited liability company or other business entity; and
(g) Franchisee agrees to devote its full time and best efforts to manage the day-to-day operations of the Business unless it has an operational partner or Designated Business Manager approved by Franchisor.
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2025 FDD)
Based on the 2025 Franchise Disclosure Document, Bumble Roofing outlines several conditions regarding the transfer or assignment of interests in a franchise. If the franchisee is a corporation, limited liability company, partnership, or other business entity, they cannot issue shares or interests in the capital of the entity without Bumble Roofing's prior written consent. This restriction applies to any sale, assignment, transfer, conveyance, donation, pledge, mortgage, or encumbrance of these shares or interests.
The corporation must also maintain stop transfer instructions against the transfer of shares on its records, subject to the restrictions outlined in the franchise agreement. All outstanding shares must be endorsed with a legend indicating that the transfer of the certificate is subject to the terms and conditions of the Bumble Roofing Franchise Agreement. The organizational documents of the business entity must state that its objectives are confined exclusively to operating the Bumble Roofing business as outlined in the agreement, and that the issuance and transfer of any shares or interests are restricted by the terms of the agreement. Copies of these documents must be provided to Bumble Roofing upon request.
Bumble Roofing's consent to a transfer does not waive any claims it may have against the assignor, nor does it waive Bumble Roofing's right to demand compliance with the agreement terms by the assignee. The business entity must keep Bumble Roofing informed of the names and addresses of its directors, officers, members, partners, shareholders, and those financially involved in the entity. Furthermore, the franchisee must devote full time and effort to managing the business's day-to-day operations, unless they have an operational partner or Designated Business Manager approved by Bumble Roofing.