Does the Exit Subfranchisor need to approve the capitalization of the assignee entity in writing?
Exit Franchise · 2025 FDDAnswer from 2025 FDD Document
- (G) The capitalization of the assignee shall be approved in writing by Subfranchisor. Subfranchisor shall be provided with copies of the assignee's charter documents, organizational documents, organizational meeting minutes, "buy-sell" agreements, and any other relevant documents as may be requested by Subfranchisor.
- (H) The assignee entity's legal name shall not contain any word, phrase or clause which is the same as, derivative of, or deceptively or confusingly similar to the trademarks, service marks, slogans, or trade names of EXIT Realty Corp., including but not limited to "EXIT Realty Corp." Furthermore, the assignee entity's legal name shall not contain any whimsical, suggestive, coined or arbitrarily spelled words or acronyms that might conceivably become known as service marks or trademarks or that might conceivably detract from or consequently denigrate the distinctiveness of the EXIT marks.
Source: Item 23 — RECEIPT (FDD pages 42–235)
What This Means (2025 FDD)
According to Exit's 2025 Franchise Disclosure Document, if a franchisee desires to assign their franchise agreement to a corporation, partnership, or limited liability company, the capitalization of the assignee entity must be approved in writing by the Subfranchisor. This means that the Subfranchisor has the right to review and approve how the assignee entity is capitalized, ensuring it meets their standards.
In addition to written approval of the capitalization, the Subfranchisor requires copies of the assignee's charter documents, organizational documents, organizational meeting minutes, "buy-sell" agreements, and any other relevant documents. This allows the Subfranchisor to thoroughly assess the assignee entity's structure and financial stability.
Furthermore, the assignee entity's legal name cannot contain any words or phrases that are the same as, derivative of, or confusingly similar to Exit Realty Corp.'s trademarks, service marks, slogans, or trade names. The name also cannot include any whimsical, suggestive, coined, or arbitrarily spelled words or acronyms that could potentially detract from the distinctiveness of the Exit marks. This requirement protects Exit's brand identity and prevents any potential confusion in the marketplace.
These conditions ensure that any transfer or assignment of the Exit franchise agreement to a business entity is carefully scrutinized and approved by the Subfranchisor, maintaining brand consistency and protecting the integrity of the Exit franchise system.