What statement regarding restrictions on assignment must be included on each equity interest certificate for a Chick Fil A franchise transferee business entity?

According to Chick Fil A's 2025 Franchise Disclosure Document, each equity interest certificate must conspicuously display a statement regarding assignment restrictions. Specifically, the certificate must state that it is held subject to all restrictions imposed upon assignment by the Franchise Agreement and that any further assignment, transfer, gift, pledge, or hypothecation is also subject to these restrictions. This requirement ensures that all parties are aware of the limitations on transferring ownership interests in the Chick Fil A franchise.

For corporations, the stock certificate must contain and conspicuously display the following statement: "Neither this stock nor any legal or beneficial interest thereof shall be pledged, sold, assigned, encumbered, given, transferred or hypothecated, directly or indirectly, in whole or in part, voluntarily or involuntarily, including by will, trust or other instrument, or by operation of law. Any and all stock issuances and transfers are subject to the terms of the Franchise Agreement and any attached Lease(s), any attached Concession Sublicense Agreement(s) for any Captive Venue Unit(s), Assignment and Consent to Assignment Agreement relating to the Franchise Agreement and other applicable agreements, for each franchised Chick-fil-A restaurant business operated by the Corporation."

For limited liability companies, the membership certificate must contain and conspicuously display the following statement: "Neither this membership interest nor any legal or beneficial interest thereof shall be pledged, sold, assigned, encumbered, given, transferred or hypothecated, directly or indirectly, in whole or in part, voluntarily or involuntarily, including by will, trust or other instrument, or by operation of law. Any and all issuances of membership interests and transfers are subject to the terms of the Franchise Agreement and any attached Lease(s), any attached Concession Sublicense Agreement(s) for any Captive Venue Unit(s), any Assignment and Consent to Assignment Agreement relating to the Franchise Agreement and other applicable agreements, for each franchised Chick-fil-A restaurant business operated by the Company."

This requirement is further reinforced by mandating that the organizational documents of the transferee business entity also stipulate that further assignments, transfers, gifts, pledges, or hypothecations of equity interests are prohibited and subject to all restrictions imposed by the Franchise Agreement. This dual requirement—both on the certificate itself and in the organizational documents—highlights the importance Chick Fil A places on controlling who can own or have an interest in its franchises. This is stricter than some franchise systems, which may only require a statement in the organizational documents, but not necessarily on each equity certificate.