What obligations of the Franchise Agreement must the Controlled Entity expressly assume in its written agreement with the Franchisor for a City Publications franchise?
City_Publications Franchise · 2025 FDDAnswer from 2025 FDD Document
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- The Controlled Entity shall be newly organized and its activities shall be confined exclusively to the operation of the Franchised Business.
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- Franchisee shall retain total ownership of the outstanding stock or other capital interest in the Controlled Entity and Franchisee shall act as the principal officer or officers and directors thereof.
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- All obligations of Franchisee to Franchisor or any Affiliate shall be fully paid and satisfied prior to Franchisor's consent, provided that Franchisee shall not be required to pay a transfer fee, as required, pursuant to Section 20(B) of this Agreement for any transfer under this Section 20(C).
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- The Controlled Entity shall enter into a written agreement with Franchisor expressly assuming the obligations of this Agreement and all other agreements relating to the operation of the Franchised Business. If the consent of any other contracting party to any such agreement is required, Franchisee shall have obtained such written consent and provided the same to Franchisor prior to consent by Franchisor.
Source: Item 23 — RECEIPT (FDD pages 39–129)
What This Means (2025 FDD)
According to the 2025 City Publications Franchise Disclosure Document, if a franchisee chooses to operate their franchise through a Controlled Entity, that entity must enter into a written agreement with City Publications. This agreement requires the Controlled Entity to expressly assume all obligations outlined in the Franchise Agreement and any other agreements related to the operation of the franchised business.
Several conditions must be met for City Publications to consent to the operation of the franchise through a Controlled Entity. First, the Controlled Entity must be newly organized, and its activities must be exclusively confined to operating the City Publications franchise. Second, the franchisee must retain total ownership of the outstanding stock or other capital interest in the Controlled Entity and act as the principal officer or officers and directors.
Prior to City Publications' consent, all obligations of the franchisee to City Publications or any affiliate must be fully paid and satisfied. However, the franchisee is not required to pay a transfer fee, as would normally be required for a transfer under Section 20(B) of the Franchise Agreement. If any other contracting party's consent is required for any agreement, the franchisee must obtain such written consent and provide it to City Publications before City Publications will grant its consent.