When transferring an interest in the Caring Senior Service agreement, what must all interest holders do?
Caring_Senior_Service Franchise · 2025 FDDAnswer from 2025 FDD Document
ARTICLE 17
PARTNERSHIP AND CORPORATE FRANCHISEES
If you or any successor thereof is a partnership, corporation or limited liability company, or if the franchise granted hereunder is assigned to a partnership, corporation or limited liability company pursuant to Article 16 hereof:
- (a) upon the execution of this Agreement (or, in the case of an assignment, upon such assignment) and subject to the provisions of Article 16 hereof, upon each transfer of an interest in this Agreement or in you, all holders of an interest in you shall execute a written agreement with us in the form required by us individually undertaking to be bound, jointly and severally, by all of the terms of this Agreement;
- (b) the articles of partnership, partnership agreement, articles of incorporation, bylaws, articles of organization, operating agreement and other organization documents shall recite that the issuance and transfer of any interest therein is restricted by the terms of Article 16 of this Agreement and copies thereof shall be furnished to us at our request. You shall also submit to us, at any time upon request, a list of names and addresses of all directors, officers, partners and members or beneficial shareholders reflecting their respective interests in you and other information regarding you, in such form as we may require;
- (c) upon the execution of this Agreement, provide us with a certificate of good standing or due organization of the franchisee business entity from the Secretary of State or applicable state agency;
- (d) upon the execution of this Agreement, provide a certified resolution by the board of directors or members authorizing the corporation, partnership, or limited liability company to enter into the Franchise Agreement with Caring Senior Service Franchise Partnership, L.P. and designating the name of the officer authorized to execute the Franchise Agreement on behalf of the corporation, partnership, or limited liability company.
- (e) upon the execution of this Agreement, provide a written document stating the name of the member, officer, director, or other principal responsible for the day-to-day operation of the Franchised Business; and
- (f) you, if you are a corporation, shall maintain stop transfer instructions against the transfer on your records of any securities with voting rights subject to the restrictions of Article 16 hereof and shall issue no such securities, nor permit any issued securities to remain outstanding, upon the face of which the following printed legend does not legibly and conspicuously appear: "The transfer of the shares represented by this certificate is subject to the terms and conditions of a Franchise Agreement with Caring Senior Service Franchise Partnership, L.P., dated ."
Source: Item 23 — RECEIPTS (FDD pages 53–204)
What This Means (2025 FDD)
According to the 2025 Caring Senior Service Franchise Disclosure Document, if a franchisee is a partnership, corporation, or limited liability company, or if the franchise is assigned to such an entity, all interest holders must execute a written agreement with Caring Senior Service. This agreement, in a form required by Caring Senior Service, commits them to be jointly and severally bound by all terms of the Franchise Agreement. This requirement ensures that all individuals with a stake in the franchise operation are legally responsible for upholding the franchise agreement terms.
Additionally, the organizational documents of the franchisee (articles of partnership, incorporation, etc.) must state that the issuance and transfer of any interest therein is restricted by the terms of Article 16 of the Franchise Agreement. Copies of these documents must be provided to Caring Senior Service upon request. The franchisee must also submit a list of names and addresses of all directors, officers, partners, members, or beneficial shareholders, reflecting their respective interests and other required information.
Furthermore, upon the execution of the Franchise Agreement, the franchisee must provide Caring Senior Service with a certificate of good standing or due organization from the relevant state agency, along with a certified resolution authorizing the entity to enter into the Franchise Agreement. The resolution must designate the officer authorized to execute the agreement on behalf of the entity. Finally, a written document must be provided, stating the name of the member, officer, director, or other principal responsible for the day-to-day operation of the Franchised Business. If the franchisee is a corporation, it must maintain stop transfer instructions against the transfer of any securities with voting rights and include a specific legend on the face of any issued securities indicating that their transfer is subject to the terms of the Franchise Agreement.