factual

Does the Burros Fries franchise agreement require the franchisee to operate their pre-existing business as an independent organization?

Burros_Fries Franchise · 2024 FDD

Answer from 2024 FDD Document

If Franchisee is or becomes a corporation, limited liability company, limited liability partnership, general partnership or other organization or entity, the following requirements shall apply:

    1. Franchisee shall confine its activities to the establishment and operation of the Business;
    1. Franchisee's Certificate, Articles of Incorporation or Articles of Organization, Certificate of Formation, Shareholders Agreement, Operating Agreement, Partnership Agreement, Business Trust Agreement, and/or Bylaws (or comparable governing documents) shall at all times provide that its activities are confined exclusively to the operation of the Business and that the issuance, redemption, purchase for cancellation and transfer of voting stock, or other ownership interest therein, is restricted by the terms of this Agreement. Franchisee shall furnish us promptly upon request copies of Franchisee's Certificate of Formation, Articles of Incorporation, Bylaws, Operating Agreement, Partnership Agreement, Business Trust Agreement, Shareholders Agreement, and other governing documents, and any other documents we may reasonably request, and any amendments thereto, from time to time;
    1. Franchisee shall maintain a current list of all owners of record and beneficial owners of any class of voting stock or other ownership interest in Franchisee and shall furnish such list to us upon request;
    1. Franchisee shall maintain stop transfer instructions against the transfer on its record of any equity securities (voting or otherwise) or the certificate of any other entity evidencing ownership except in accordance with the provisions of Section 15 of this Agreement. All securities or other ownership interests issued by Franchisee shall bear the following legend, which shall be printed legibly and conspicuously on each stock certificate or other evidence of ownership interest:

THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS FRANCHISE AGREEMENT WITH BURROS & FRIES FRANCHISE, INC., OF THE SIGNING DATE. REFERENCE IS MADE TO SAID AGREEMENT AND TO THE RESTRICTIVE PROVISIONS OF THE ARTICLES AND BYLAWS OF THIS CORPORATION (IF THE FRANCHISEE IS A LIMITED LIABILITY COMPANY, REFERENCE WILL BE MADE TO THE TRANSFER OF OWNERSHIP RESTRICTIONS SET FORTH IN THIS FRANCHISE AGREEMENT, IN THE LIMITED LIABILITY COMPANY'S OPERATING AGREEMENT, IF THE FRANCHISEE IS A PARTNERSHIP, REFERENCE WILL BE MADE TO THE TRANSFER OF OWNERSHIP RESTRICTIONS SET FORTH IN THIS FRANCHISE AGREEMENT, IN THE PARTNERSHIP AGREEMENT. IF THE FRANCHISEE IS A BUSINESS TRUST, REFERENCE WILL BE MADE TO THE TRANSFER OF OWNERSHIP RESTRICTIONS SET FORTH IN THIS FRANCHISE AGREEMENT, IN THE TRUST AGREEMENT);

Source: Item 22 — CONTRACTS (FDD page 53)

What This Means (2024 FDD)

According to the 2024 Burros Fries Franchise Disclosure Document, if the franchisee is a corporation, limited liability company, partnership, or other entity, the franchisee's activities must be confined to the establishment and operation of the Burros Fries Business. The governing documents of the franchisee, such as the Certificate or Articles of Incorporation, Operating Agreement, or Partnership Agreement, must state that its activities are exclusively confined to the operation of the Burros Fries Business. These documents must also restrict the issuance, redemption, purchase for cancellation, and transfer of voting stock or other ownership interests based on the terms of the Franchise Agreement.

Burros Fries requires franchisees to provide copies of their Certificate of Formation, Articles of Incorporation, Bylaws, Operating Agreement, Partnership Agreement, Business Trust Agreement, Shareholders Agreement, and other governing documents upon request. Franchisees must also maintain a current list of all owners of record and beneficial owners of any class of voting stock or other ownership interest and provide this list to Burros Fries upon request.

Furthermore, franchisees must maintain stop transfer instructions against the transfer of any equity securities or certificates of ownership, except as allowed by Section 15 of the Franchise Agreement. All securities or ownership interests issued by the franchisee must bear a specific legend indicating that the transfer of these securities is subject to the terms and conditions of the Franchise Agreement with Burros & Fries Franchise, Inc.

Disclaimer: This information is extracted from the 2024 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.