As an Area Developer, what is the required action regarding legal compliance for a Face Foundrie franchise?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
11. PERMITS AND COMPLIANCE WITH THE LAWS
Area Developer represents and warrants to Franchisor that neither Area Developer (including, without limitation, any and all of its Principals, employees, directors, officers and other representatives) nor any of its affiliates or the funding sources for either is a person or entity designated with whom Franchisor, or any of its affiliates, are prohibited by law from transacting business.
- 9.3 Corporations and Limited Liability Companies. If Area Developer is a corporation or limited liability company, Area Developer shall comply with the following requirements:
- 9.3.1 Area Developer shall be newly organized and its governing documents shall at all times provide that its activities are confined exclusively to developing and operating the Franchised Facial Bars.
- 9.3.2 Area Developer shall, upon request of Franchisor, promptly furnished to Franchisor copies of Area Developer's articles of incorporation, bylaws, articles of organization, operating
agreement and/or other governing documents, and any amendments thereto, including the resolution of the Board of Directors or members authorizing entry into this Agreement.
- 9.3.3 Area Developer shall maintain stop-transfer instructions against the transfer on its records of any equity securities; and each stock certificate or issued securities of Area Developer shall conspicuously include upon its face a statement, in a form satisfactory to Franchisor, which references the transfer restrictions imposed by this Agreement; provided, however, that the requirements of this Section 9.3.3 shall not apply to a publicly held corporation.
- 9.4 Partnerships and Limited Liability Partnerships. If Area Developer or any successor to or assignee of Area Developer is a partnership or limited liability partnership, Area Developer shall comply with the following requirements:
- 9.4.1 Area Developer shall be newly organized and its partnership agreement shall at all times provide that its activities are confined exclusively to developing and operating the Franchised Facial Bars.
- 9.4.2 Area Developer shall furnish Franchisor with a copy of its partnership agreement as well as such other documents as Franchisor may reasonably request, and any amendments thereto.
- 9.4.3 The partners of the partnership shall not, without the prior written consent of Franchisor, admit additional general partners, remove a general partner, or otherwise materially alter the powers of any general partner.
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, Area Developers must adhere to several legal and compliance measures. Area Developers must comply with all applicable laws and secure all necessary permits to operate legally. If the Area Developer is a corporation, limited liability company, or partnership, they must ensure their governing documents stipulate that their activities are exclusively confined to developing and operating Face Foundrie Facial Bars.
Furthermore, if the Area Developer is a corporation or limited liability company, they must furnish Face Foundrie with copies of their articles of incorporation, bylaws, articles of organization, operating agreement, and any amendments, including resolutions authorizing the agreement. They must also maintain stop-transfer instructions against the transfer of any equity securities and include a statement on stock certificates referencing transfer restrictions imposed by the agreement. These requirements do not apply to publicly held corporations.
If the Area Developer is a partnership or limited liability partnership, they must provide Face Foundrie with a copy of their partnership agreement and any amendments. The partners cannot admit additional general partners, remove a general partner, or materially alter the powers of any general partner without Face Foundrie's prior written consent. Additionally, the Area Developer must ensure that neither they nor their principals, employees, directors, officers, representatives, affiliates, or funding sources are persons or entities with whom Face Foundrie is legally prohibited from transacting business.