For a Carvel franchise operated by an Entity, is Carvel required to modify Schedule A to reflect changes in ownership?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
If you add or remove Owners in accordance with Section 16 (Transfer), we may unilaterally modify the list of Owners in Schedule A to reflect your then-current ownership structure.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, if a franchisee is an Entity such as a corporation or LLC, and the owners of that entity change, Carvel has the right to modify Schedule A to reflect the updated ownership structure. Specifically, if owners are added or removed in accordance with the transfer provisions outlined in Section 16 of the franchise agreement, Carvel may unilaterally update the list of owners in Schedule A.
This means that while the franchisee is responsible for managing changes in their ownership and adhering to the transfer guidelines, Carvel retains control over the official record of ownership as it appears in Schedule A. This ensures Carvel always has an accurate list of the individuals or entities with a legal or beneficial interest in the franchise.
For a prospective Carvel franchisee operating as an Entity, this clause highlights the importance of adhering to the transfer requirements in Section 16 when ownership changes occur. Failing to do so could lead to discrepancies between the franchisee's internal records and Carvel's official Schedule A, potentially causing confusion or compliance issues. It is also important to note that all owners must execute the Personal Covenants and Guaranty agreements.