If a Byrider franchisee assigns the franchise to an entity, what obligations must the entity assume?
Byrider Franchise · 2025 FDDAnswer from 2025 FDD Document
14.2 Assignment by Franchisee to a Wholly-Owned Corporation or Limited Liability Company or Other Business Entity. Notwithstanding anything contained herein to the contrary, including, without limitation, Section 14.3 below, subject to the Company's prior written consent, which will not be unreasonably withheld, if the Franchisee is a natural person and is in full compliance with this Agreement, he may assign and transfer the rights hereunder to a corporation, limited liability company, or other similar business entity (hereinafter, the "Entity") in which the Franchisee (a) is the owner of the controlling ownership interests of the Entity and (b) is the principal executive officer of the Entity, as long as: (i) the Entity owns all of the assets of the Franchisee's Business; (ii) the Entity's activities are confined exclusively to operating the Franchisee's Business; and (iii) the other owners of the Entity's ownership interests would not be in violation of the covenants not to compete set forth in Section 18.1. Such transfer will not be subject to payment of a transfer fee. The Entity must, in a writing satisfactory to the Company, assume all the Franchisee's obligations under this Agreement. No new ownership interests in the Entity shall be issued to any person, trust, foundation, limited liability company, corporation or other business entity without obtaining the Company's prior written consent and then only upon disclosure of the terms and conditions contained herein being made to the prospective new holders of the ownership interest. Franchisee agrees to execute a guaranty in the form Company prescribes undertaking personally to be bound, jointly and severally, by all provisions of this Agreement and any ancillary agreements between the Company and Franchisee.
Source: Item 23 — Receipts (FDD pages 88–335)
What This Means (2025 FDD)
According to the 2025 Byrider Franchise Disclosure Document, if a franchisee who is a natural person assigns their rights to a corporation, limited liability company, or other similar business entity (the "Entity"), the Entity must assume all of the franchisee's obligations under the Franchise Agreement in a writing satisfactory to Byrider.
This condition applies when the franchisee (a) owns the controlling ownership interests of the Entity and (b) is the principal executive officer of the Entity. Additionally, the Entity must own all of the assets of the franchisee's business, and its activities must be confined exclusively to operating the franchisee’s business. The other owners of the Entity's ownership interests must also not violate the non-compete covenants outlined in Section 18.1 of the Franchise Agreement.
Furthermore, Byrider states that no new ownership interests in the Entity can be issued to any person or business entity without Byrider's prior written consent. This consent is granted only after full disclosure of the terms and conditions to the prospective new holders of the ownership interest. The franchisee must also execute a guaranty in a form prescribed by Byrider, undertaking to be bound jointly and severally by all provisions of the Franchise Agreement and any ancillary agreements between Byrider and the franchisee.