In a transfer of a City Publications franchise to a Controlled Entity, what activities should the Controlled Entity be confined to?
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 City Publications' 2025 Franchise Disclosure Document, if a franchisee transfers their franchise to a Controlled Entity, that entity's activities must be confined exclusively to the operation of the franchised City Publications business. This means the Controlled Entity cannot engage in any other business ventures or activities outside of running the City Publications franchise.
Additionally, the franchisee must retain total ownership of the outstanding stock or other capital interest in the Controlled Entity. The franchisee is also required to act as the principal officer or officers and directors of the Controlled Entity, maintaining direct control and oversight of the business operations.
Prior to City Publications' consent to the transfer, 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 for transfers to a Controlled Entity. The Controlled Entity must also enter into a written agreement with City Publications, expressly assuming all obligations of the original franchise agreement and any other agreements related to the operation of the franchised business. If any other contracting party's consent is required for these agreements, the franchisee must obtain such consent and provide it to City Publications before the transfer can be approved.