What is the condition for a Burger King franchisee to transfer any right in the franchise granted?
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, a franchisee needs to provide Burger King Company (BKC) with the right of first refusal before any transfer of the franchise. This condition applies to any transaction where the legal or beneficial ownership of the franchised restaurant or the franchise itself is transferred to another party. This includes sales, conveyances, assignments, consolidations, mergers, or any other transaction that vests ownership in someone other than the current franchisee.
If the franchise agreement has been assigned to a corporation or LLC, this right of first refusal also applies to the sale, assignment, or transfer of voting common stock in the corporation or voting units in the LLC. The shares or units cannot be transferred to individuals or entities not already approved by BKC as owners.
Any attempt to sell, assign, or transfer the franchise without first offering BKC the right of first refusal is considered void and has no legal effect. Similarly, any unauthorized transfer of voting stock or units in a corporation or LLC that holds the franchise is also void. BKC's decision not to exercise its right of first refusal for one offer does not prevent it from exercising the right for any subsequent offers.