If the DryJect franchisee is a business entity, what representation is made regarding its qualification to do business?
Dryject Franchise · 2025 FDDAnswer from 2025 FDD Document
24. BUSINESS ORGANIZATION AND PERSONAL GUARANTY(S)
- (a) If You are an individual or individuals, then You acknowledge and agree that the grant of license in Section 3 is made by Us in reliance on Your personal attributes and in consideration of the trust and confidence which We place in You, and on Your representation that You will actively and substantially participate personally in the beneficial ownership and management of the DryJect Franchised Business.
- (b) In the event You are a business entity (including but not limited to a corporation, a limited liability corporation, a partnership, a limited liability partnership, a trust), in addition to being newly formed, You must complete and sign the Principal Owner's Statement attached to this Agreement as Addendum D and each individual with an ownership interest in You must also sign Addendum D. Further, You represent, warrant and covenant that:
- (i) You are newly formed and duly organized and validly exist under the laws of the state in which You were formed;
- (ii) You are duly qualified and are authorized to do business in each jurisdiction in which Your business activities or the nature of the properties owned by You require such qualification;
- (iii) The execution of and transactions contemplated by this Agreement are within Your powers;
- (iv) The ownership interests in You are accurately and fully listed in Addendum D;
- (v) Each and every person with a twenty percent (20%) or greater ownership interest in You shall sign the Guaranty Agreement attached to this Agreement as Addendum C and You shall provide the original signed Guaranty Agreement to Us;
- (vi) Each of Your shareholders/members shall execute and deliver the Confidentiality and Non-Competition Agreement set forth in the Operations Manual and You shall provide a copy to Us;
- (vii) The stated purpose of the business entity shall consist only of the development, ownership, operation and maintenance of the DryJect Franchised Business;
- (viii) You shall not issue any additional stock, membership, or interests in You and no individual with ownership interest in You shall transfer, assign or pledge any ownership interest in You without Our prior written consent, which shall not be unreasonably withheld, and a legend setting forth such restriction on transfers shall be contained in the business entity's organizational and governing documents and other appropriate documents such as certificates and stocks. In giving Our consent, We shall have the right
Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)
What This Means (2025 FDD)
According to Dryject's 2025 Franchise Disclosure Document, if the franchisee is a business entity, it must be newly formed and comply with specific representations. The business entity must complete and sign the Principal Owner's Statement (Addendum D), and each individual with an ownership interest must also sign Addendum D.
Dryject requires the business entity to represent, warrant, and covenant that it is newly formed, duly organized, and validly exists under the laws of the state in which it was formed. It must also be duly qualified and authorized to do business in each jurisdiction where its activities or properties require such qualification. Furthermore, the execution of the Franchise Agreement must be within the entity's powers, and the ownership interests must be accurately listed in Addendum D.
Additionally, Dryject requires that each person with a 20% or greater ownership interest in the business entity must sign the Guaranty Agreement (Addendum C), and the original signed agreement must be provided to Dryject. Each shareholder or member must also execute and deliver a Confidentiality and Non-Competition Agreement. The stated purpose of the business entity must be solely for the development, ownership, operation, and maintenance of the Dryject franchise. The business entity cannot issue additional stock, membership, or interests, and no individual with ownership interest can transfer, assign, or pledge any ownership interest without Dryject's prior written consent. A legend setting forth such transfer restrictions must be included in the entity's organizational documents.