Can a Counselor Realty franchisee change ownership or control of the Office without consent?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree not to change or allow a change, directly or indirectly, in the ownership or Control of (i) your interest in this Agreement, (ii) the Office, any Additional Office, any Extension Office or Business, (iii) a majority of the assets of the Office, any Additional Office, any Extension Office or Business, or (iv) if Franchisee is an entity, any ownership interest in, or Control of, Franchisee or any direct or indirect owner of Franchisee (each, a "transfer"), without having first tendered to us the right of first refusal to acquire this Agreement, such assets or such interests in accordance with Section 9.6 and, if we do not exercise such right, without our consent and without satisfaction of the conditions stated below.
You and your transferee must follow the procedures set forth in Section 9.2, below, and the transferee must sign the then-current form of Counselor Franchise Agreement for the unexpired term, unless the Franchisee is an entity and the transfer is a transfer of an ownership interest in Franchisee or any owner of Franchisee.
We will consent to a transfer if the conditions specified in this Agreement in our opinion are satisfied and the transferee in our opinion is qualified to operate the Business in compliance with that Agreement.
Notwithstanding anything contained herein to the contrary, Counselor's consent will not be required for, and the right of first refusal set forth in Section 9.6 will not apply to, a transfer described in clause (iv) of the first sentence of this Section 9.1 if (x) such transfer (in a single transaction or series of related transactions) will not result in a change in Control of Franchisee or such direct or indirect owner of Franchisee, (y) you provide Counselor with written notice of such transfer, together with such other information concerning such transfer and transferee as we may require, at least thirty (30) days prior to the consummation of such transfer, and (z) if such transfer is a transfer of an ownership interest in Franchisee, such transferee executes the guaranty attached to this Agreement and delivers such guaranty to Counselor within ten (10) days of such transfer.
Source: Item 15 — OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS (FDD pages 24–25)
What This Means (2025 FDD)
According to the 2025 Counselor Realty Franchise Disclosure Document, a franchisee generally cannot change the ownership or control of their franchise without the franchisor's consent. Specifically, this restriction applies to transferring interest in the Franchise Agreement, the Office, any Additional Office, any Extension Office or Business, or a majority of the assets of the Office. If the franchisee is an entity, this also applies to any ownership interest in, or control of, the franchisee or any direct or indirect owner of the franchisee.
Before any such transfer, the franchisee must first offer Counselor Realty the right of first refusal to acquire the franchise. If Counselor Realty waives this right, the franchisee must then obtain Counselor Realty's consent for the transfer to proceed. Counselor Realty states that they will consent to a transfer if the conditions specified in the Franchise Agreement are satisfied and the proposed transferee is qualified to operate the business in compliance with the agreement.
However, Counselor Realty's consent is not required for certain transfers of ownership interests in the franchisee entity, provided that the transfer does not result in a change of control. In these cases, the franchisee must provide Counselor Realty with written notice at least 30 days before the transfer, along with any information Counselor Realty requires. If the transfer involves an ownership interest in the franchisee, the transferee must execute a guaranty and deliver it to Counselor Realty within 10 days of the transfer. This exception offers some flexibility for internal ownership changes within a franchisee entity, as long as it doesn't alter who ultimately controls the business.