If a Gold Star franchisee wants to transfer Restricted Assets, what must they do first?
Gold_Star Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding anything contained in this Agreement to the contrary, if FRANCHISEE or any Principal wishes to Transfer or accept an offer to Transfer, in any manner whatsoever, all or any part of any of the Restricted Assets, or any interest therein, FRANCHISEE or its Principals, as the case may be, will first obtain a bona fide, executed, written offer from a fullydisclosed purchaser and will submit an exact copy thereof to the COMPANY.
After the receipt by the COMPANY of such offer, the COMPANY shall have thirty (30) days to purchase the Restricted Assets for the price and on the terms and conditions contained in the written proposed offer.
Failure of the COMPANY to accept such offer within said thirty (30) days shall constitute a rejection (provided that the COMPANY may substitute cash for any form of payment proposed in such offer and shall have not less than sixty (60) days to prepare for
closing). If the COMPANY does not exercise its right of first refusal, FRANCHISEE or such transferor shall have ninety (90) days from the date of the COMPANY's rejection to Transfer the subject property in accordance with this Section, and subject to the COMPANY's approval pursuant to Section 13.4, below, but only upon terms and conditions no more favorable than those offered to the COMPANY. Before consummation of a Transfer to any third party, FRANCHISEE shall submit a copy of all Transfer documentation (signed by the parties, but expressly subject to the COMPANY's right of first refusal) to the COMPANY at least thirty (30) days in advance of any proposed consummation or closing date for the COMPANY's review and comparison with the offer previously submitted to it. If there has been a change or changes in the Transfer terms and the COMPANY considers such change or changes material, the COMPANY shall again have the right of first refusal herein provided. The COMPANY's right of first refusal shall be unrestricted and absolute, and the COMPANY shall in all cases have thirty (30) days to consider and act on each offer or any change in terms and conditions of offer. Nothing contained in this Section shall in any way be deemed to impair the COMPANY's discretion in considering, approving or disapproving any request to Transfer or to consent to a Transfer.
Source: Item 23 — Receipts (FDD pages 53–163)
What This Means (2025 FDD)
According to Gold Star's 2025 Franchise Disclosure Document, if a franchisee wishes to transfer any Restricted Assets, they must first obtain a bona fide, executed, written offer from a fully disclosed purchaser and submit an exact copy of it to Gold Star. This initial step triggers Gold Star's right of first refusal.
Gold Star then has thirty days to decide whether to purchase the Restricted Assets themselves, matching the price and terms of the offer. Gold Star can substitute cash for any proposed payment method and has at least sixty days to prepare for closing if they choose to exercise their right. If Gold Star doesn't accept the offer within the thirty-day period, it's considered a rejection.
If Gold Star rejects the offer, the franchisee has ninety days from the date of rejection to transfer the property, subject to Gold Star's final approval. Before the transfer to a third party, the franchisee must submit all transfer documentation, signed but subject to Gold Star's right of first refusal, at least thirty days before the proposed closing date. This allows Gold Star to review and compare the terms with the original offer. If there are any material changes to the transfer terms, Gold Star has the right of first refusal again, with thirty days to consider the new offer.