What happens if a Bumble Roofing franchisee attempts an unauthorized transfer of the 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
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2025 FDD)
According to the 2025 Bumble Roofing Franchise Disclosure Document, franchisees must obtain prior written consent from Bumble Roofing before issuing shares or interests in the capital of their business entity. This applies to corporations, limited liability companies, partnerships, or other business entities. Franchisees are prohibited from directly or indirectly selling, assigning, transferring, conveying, donating, pledging, mortgaging, or otherwise encumbering any shares or interest, or attempting to do so, without the franchisor's consent.
To ensure compliance, corporations must maintain stop transfer instructions on their records and include a specific legend on each share certificate. This legend states that the transfer of the certificate is subject to the terms and conditions of the Bumble Roofing Franchise Agreement and the restrictive provisions of the corporation's articles. The business entity's governing documents (articles of incorporation, operating agreement, etc.) must also state that its business is confined exclusively to operating the Bumble Roofing business as outlined in the Franchise Agreement and that the issuance and transfer of any shares or interests are restricted by the agreement's terms. 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 the franchisor's right to demand compliance with the agreement's terms by the assignee. The franchisee must keep Bumble Roofing informed of the names and addresses of directors, officers, members, partners, shareholders, and those financially involved in the business entity. These measures ensure that Bumble Roofing maintains control over who is involved in operating a franchise and that any transfer of ownership or interest is done with their explicit approval and adherence to the franchise agreement terms.