factual

What legend must be endorsed on Gold Star stock certificates regarding transfer restrictions?

Gold_Star Franchise · 2025 FDD

Answer from 2025 FDD Document

  • 17.4 Securities Legend. FRANCHISEE, if it is a corporation or limited liability company, shall issue no securities upon the face of which the printed legend in the following form and substance does not legibly and conspicuously appear: "The transfer of these [shares/interests/units] is subject to the terms and conditions of one or more Franchise Agreements with Gold Star Chili, Inc. Reference is hereby made to such Franchise Agreement(s) and to the restrictive provisions of the Articles and Regulations of this [corporation/limited liability company]. Copies of such Agreements and restrictions are available at the offices of the [corporation/limited liability company]."

Source: Item 23 — Receipts (FDD pages 53–163)

What This Means (2025 FDD)

According to Gold Star's 2025 Franchise Disclosure Document, if the franchisee is a corporation or limited liability company, it must ensure that all securities issued bear a specific printed legend on their face. This legend serves as a clear and conspicuous notice that the transfer of these shares, interests, or units is subject to the terms and conditions outlined in one or more Franchise Agreements with Gold Star Chili, Inc.

The legend also includes a reference to the restrictive provisions within the Articles and Regulations of the corporation or limited liability company. It further states that copies of the Franchise Agreements and restrictions are available at the offices of the respective corporation or limited liability company. This requirement ensures that any potential transferee is fully aware of the transfer restrictions before acquiring any ownership in the Gold Star franchise.

This measure protects Gold Star's interests by maintaining control over who becomes a franchisee and ensuring compliance with the franchise agreement's terms. By mandating this legend, Gold Star aims to prevent unauthorized transfers of ownership that could potentially undermine the brand's standards and reputation. Prospective franchisees should understand this restriction and ensure full compliance to avoid any legal or contractual issues related to the transfer of securities.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.