What is the condition for a Burger King franchisee to permit any assignment or transfer to occur indirectly?
Burger_King Franchise · 2025 FDDAnswer from 2025 FDD Document
conveyance, assignment, consolidation, merger or any other transaction in which legal or beneficial ownership of the Franchised Restaurant or the franchise granted by this Agreement is vested in a party other than Franchisee. If this Agreement has been assigned to a Corporation or LLC in accordance with Section 15 of this Agreement, then this right of first refusal shall also apply if Voting Common Stock in the Corporation, or Voting Units in the LLC, is sold, assigned or transferred to individuals or entities other than those approved by BKC as owners of the Voting Common Stock or Voting Units.
- B. The election by BKC not to exercise its right of first refusal as to any offer shall not affect its right of first refusal as to any subsequent offer.
- C. Any sale, attempted sale, assignment or other transfer of the franchise grant other than a transfer pursuant to Section 15.C or 15.D effected without first giving BKC the right of first refusal described above shall be void and of no force and effect. If this Agreement has been assigned to a Corporation or LLC in accordance with Section 15 of this Agreement, any sale, attempted sale, assignment or other transfer of Voting Common Stock in the Corporation or Voting Units in the LLC to individuals or entities other than those approved by BKC as owners of Voting Common Stock or Voting Units without first giving BKC the right of first refusal described above shall be void and of no force and effect.
Source: Item 23 — RECEIPTS (FDD pages 127–995)
What This Means (2025 FDD)
According to Burger King's 2025 Franchise Disclosure Document, if the franchise agreement has been assigned to a corporation or LLC, the right of first refusal also applies if voting common stock in the corporation, or voting units in the LLC, is sold, assigned, or transferred to individuals or entities other than those approved by Burger King as owners of the voting common stock or voting units.
Burger King's election not to exercise its right of first refusal for any offer does not affect its right of first refusal for any subsequent offer. Any sale, attempted sale, assignment, or other transfer of the franchise grant, other than a transfer pursuant to Section 15.C or 15.D, without first giving Burger King the right of first refusal is considered void and has no effect.
Similarly, if the agreement has been assigned to a corporation or LLC, any sale, attempted sale, assignment, or other transfer of voting common stock in the corporation or voting units in the LLC to individuals or entities not approved by Burger King as owners, without first granting Burger King the right of first refusal, is also void and without effect. This ensures that Burger King retains control over who ultimately owns and operates its franchises, even when ownership is structured through a corporation or LLC.