What are the requirements for the transferee's business entity when transferring a Bumble Roofing franchise?
Bumble_Roofing Franchise · 2025 FDDAnswer from 2025 FDD Document
lly undertaking to be bound, jointly and severally, by all the terms of this Agreement or any new current form of Franchise Agreement and jointly and severally liable;
- (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;
Source: Item 22 — CONTRACTS (FDD page 53)
What This Means (2025 FDD)
According to Bumble Roofing's 2025 Franchise Disclosure Document, if a franchisee operates their Bumble Roofing franchise through a business entity (corporation, LLC, partnership, etc.), there are several requirements regarding the transfer of ownership interests in that entity.
First, the franchisee cannot issue shares or interests in the entity's capital, nor sell, assign, transfer, or encumber any shares or interests without Bumble Roofing's prior written consent. The business entity must also maintain stop transfer instructions against the transfer of shares and include a specific legend on each share certificate indicating that the transfer is subject to the terms of the Franchise Agreement. This ensures that Bumble Roofing maintains control over who becomes involved in the ownership of its franchises.
Additionally, the entity's governing documents (articles of incorporation, operating agreement, etc.) must state that its business is limited exclusively to operating the Bumble Roofing franchise. These documents must also state that the issuance and transfer of any ownership interests are restricted by the terms of the Franchise Agreement, and copies of these documents must be provided to Bumble Roofing upon request. The entity must also keep Bumble Roofing informed of the names and addresses of all directors, officers, members, partners, shareholders, and those financially involved in the entity. These requirements allow Bumble Roofing to carefully monitor and control the ownership and management of its franchises, even when operated through a business entity.