Does the Gold Star franchisee have to execute documents to perfect the company's security interest?
Gold_Star Franchise · 2025 FDDAnswer from 2025 FDD Document
he transferee will enter into a written assumption, in a form satisfactory to the COMPANY, assuming and agreeing to discharge all of
- FRANCHISEE's obligations under this Agreement prior to and after the date of assumption;
- 13.4.5 The transferee shall have paid the COMPANY its then-current transfer fee. The amount of the transfer fee shall be set by the COMPANY from time to time in the exercise of its absolute discretion. The transfer fee as of the date of this Agreement, but subject to change, is Three Thousand Five Hundred Dollars ($3,500.00).
- 13.4.6 The transferee shall have executed the COMPANY's then-current form of franchise agreement for a term equal to the remaining current term of this Agreement, save and except that there shall be no initial franchise fee payable, and the transferee shall execute such other agreements and documents as the COMPANY may reasonably require.
- 13.5 Exceptions to Transfer Restrictions. Notwithstanding the foregoing, FRANCHISEE (if FRANCHISEE is an individual) may Transfer all of its interest in the Restricted Assets to an entity formed solely for the convenience of ownership without the COMPANY's consent, upon FRANCHISEE's written notice to the COMPANY and compliance with the following requirements:
- 13.5.1 FRANCHISEE will be newly organized and its articles of incorporation or organization, bylaws, partnership agreement, or operating agreement will provide that its activities are confined exclusively to operating the Business;
- 13.5.2 Franchisee's name will not consist of or contain the words "Gold Star Chili", or any colorable variation thereof, or any other mark in which the COMPANY has or claims a proprietary interest; and
- 13.5.3 FRANCHISEE and its Principals will comply with all of the requirements set forth in Section 17 below.
- 13.6 No Transfer by Operation of Law. No person or entity shall succeed to any of the rights of FRANCHISEE under this Agreement by virtue of any voluntary or involuntary proceeding in bankruptcy, receivership, attachment, execution, assignment for the benefit of creditors or other legal process. Any such attempt to so transfer FRANCHISEE's interest in this Agreement shall be null and void.
- 13.7 Prohibition on Issuing Equity. If FRANCHISEE or any proposed transferee is a corporation, limited liability company or partnership, such entity shall not issue any additional stock, membership, partnership or other ownership interests or permit any transfer of any such interest, and each stockholder, member or partner thereof shall, in writing, agree not to issue, assign, transfer, pledge, sell or otherwise convey all or part of any capital stock, membership interest or partnership interest in FRANCHISEE or such transferee, without compliance with the rights of the COMPANY set forth under this Section 13.
Source: Item 23 — Receipts (FDD pages 53–163)
What This Means (2025 FDD)
Based on the 2025 Gold Star Franchise Disclosure Document, if a franchisee wishes to transfer their franchise to a new owner, the new owner must execute Gold Star's then-current form of franchise agreement. The term of the new agreement will be equal to the remaining term of the original agreement. The new franchisee will not have to pay an initial franchise fee. The new franchisee must also execute any other agreements and documents that Gold Star may reasonably require.
If the franchisee is transferring their assets to an entity formed solely for ownership convenience, the franchisee and its principals must still comply with the requirements set forth in Section 17 of the franchise agreement. Section 17.3 requires that the franchisee's governance documents (partnership agreement, articles of incorporation, etc.) state that the issuance and transfer of any interest is restricted by Section 13 of the agreement. The franchisee must also submit resolutions from its governing body authorizing the execution, delivery, and performance of the agreement, stating that no shares or interest in the franchisee will be issued, transferred, or assigned to any person or legal entity except according to the terms of the agreement.
Section 17.4 states that if the franchisee is a corporation or limited liability company, it must issue no securities without a printed legend on the face of the securities. The legend must state that the transfer of shares/interests/units is subject to the terms and conditions of the franchise agreement with Gold Star Chili, Inc., and that reference is made to the franchise agreement and the restrictive provisions of the articles and regulations of the corporation/limited liability company. The legend must also state that copies of such agreements and restrictions are available at the offices of the corporation/limited liability company.