If I initially sign the Cream Agreement as an individual, can I transfer it to a wholly-owned entity?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
If you do not originally sign this Agreement as an Entity, you may transfer this Agreement to an Entity; provided, that: (1) such Entity conducts no business other than your Shop and, if applicable, other Jeni's Ice Creams Scoop Shops; (2) you maintain management control of such Entity; (3) you own and control 100% of the economic interests, equity, and voting power of all issued and outstanding ownership interests in such Entity; (4) all of the assets of your Shop are owned, and the business of your Shop is conducted only by, that single Entity; (5) you satisfy all conditions applicable to a transfer described in Section 12.C, except that we will not require payment of a transfer fee as described in Section 12.C(10) (provided, that you reimburse us for any costs we incur in connection with documenting and otherwise processing such transfer, including reasonable legal fees) and our right of first refusal under Section 12.F will not apply; and (6) that Entity must expressly assume all of your obligations under this Agreement, your Lease, and otherwise satisfy the conditions under this Agreement, including delivery of insurance certificates to us. You agree to remain personally liable under this Agreement as if the transfer to the Entity did not occur, including by signing our then-current form of personal guaranty of the obligations of such Entity. You must also sign the form of consent to assignment and assignment satisfactory to us which may include a release of any and all claims (except for claims which cannot be released or waived pursuant to an applicable franchise statute) against us and our affiliates, and our and their owners, officers, directors, employees, and agents.
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to Cream's 2025 Franchise Disclosure Document, if you initially sign the Franchise Agreement as an individual, you are permitted to transfer the agreement to a wholly-owned entity under specific conditions.
To do so, the entity must exclusively conduct business related to your Cream shop and any other Jeni's Ice Creams Scoop Shops. You must maintain complete management control and 100% ownership of all economic interests, equity, and voting power within the entity. Additionally, all assets of your shop must be owned and operated solely by this single entity. You will need to meet all standard transfer conditions, except Cream will waive the transfer fee. However, you will be responsible for reimbursing Cream for any costs they incur while documenting and processing the transfer, including reasonable legal fees. Cream's right of first refusal will not apply to this type of transfer.
As part of the transfer, the entity must formally assume all obligations under the Franchise Agreement and your Lease, including providing necessary insurance certificates to Cream. Despite the transfer, you will remain personally liable under the agreement, which includes signing Cream's current personal guaranty form. You will also need to sign a consent to assignment and assignment form that Cream finds satisfactory, potentially including a release of claims against Cream and its affiliates, except for claims that cannot be released or waived under applicable franchise law.