Can Bumble Roofing transfer the agreement to any person or corporation?
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)
According to Bumble Roofing's 2025 Franchise Disclosure Document, franchisees face restrictions on transferring shares or interests in their business entity. Specifically, if the franchisee operates as a corporation, limited liability company, partnership, or other business entity, they cannot issue shares or transfer any interest in the capital of the entity without Bumble Roofing's prior written consent. This applies to voluntary or involuntary transfers, sales, assignments, or any other form of encumbrance.
To ensure compliance, the franchisee must maintain stop transfer instructions against the transfer of shares on its records. Additionally, all outstanding shares must be endorsed with a legend that indicates the transfer is subject to the terms and conditions of the Franchise Agreement with Bumble Roofing Franchisor, LLC. The organizational documents of the business entity must also state that its business is confined exclusively to the operation of the Bumble Roofing business and that the issuance and transfer of any shares or interests are restricted by the Franchise Agreement.
Bumble Roofing's consent to a transfer does not waive any claims it may have against the assignor, nor does it waive its right to demand compliance with the Franchise Agreement from the assignee. The franchisee must keep Bumble Roofing informed about the names and addresses of the directors, officers, members, partners, shareholders, and those financially involved in the business entity. Furthermore, the franchisee is expected to devote full time and effort to managing the day-to-day operations of the business, unless they have an operational partner or Designated Business Manager approved by Bumble Roofing.
These provisions ensure that Bumble Roofing maintains control over who is involved in operating a franchise and that any transfer of ownership or interest is subject to their approval. This protects the brand and ensures that new operators meet their standards. A prospective franchisee should carefully consider these restrictions and the potential implications for future business decisions.