factual

What documentation is required by Jersey Mikes when a Developer who is an individual or partnership assigns their agreement to a corporation or LLC?

Jersey_Mikes Franchise · 2025 FDD

Answer from 2025 FDD Document

8.6 Special Transfers.

  • (a) If Developer is an individual or partnership who at any time advises Franchisor that Developer wants to assign this Agreement or its interest(s) in Developer to a corporation or to limited liability company in which Developer shall own one hundred percent (100%) of the Ownership Interest (and, in the case of a partnership, with share ownership in the corporation or limited liability company apportioned substantially the same as were the partnership interests), Franchisor shall consent to the assignment and waive payment of a transfer fee and its right of first refusal under Section 8.7 upon its receipt of such documentation and information concerning the corporation or limited liability company and its Principals as Franchisor may request. The required documentation shall include, without limitation, (i) a certified list of the corporation's Principals (designating the amount and percentage of stock or units of beneficial ownership each Principal owns), (ii) a Personal Guaranty and Assumption of Obligations signed by each Principal, and (iii) an express assumption by the corporation or limited liability company of Developer's obligations

Source: Item 22 — CONTRACTS (FDD page 77)

What This Means (2025 FDD)

According to Jersey Mike's 2025 Franchise Disclosure Document, if a Developer is an individual or partnership and wishes to assign their Development Agreement to a corporation or LLC where they will own 100% of the ownership interest, Jersey Mike's will consent to the assignment, waive the transfer fee, and waive its right of first refusal, provided they receive specific documentation. For a partnership, share ownership in the new corporation or LLC must be apportioned substantially the same as the original partnership interests.

The required documentation includes a certified list of the corporation's Principals, which designates the amount and percentage of stock or units of beneficial ownership each Principal owns. Additionally, each Principal must sign a Personal Guaranty and Assumption of Obligations. The corporation or LLC must also provide an express assumption of the Developer's obligations under the Development Agreement.

This policy streamlines the process for Developers who wish to incorporate their business, reducing potential costs and delays typically associated with transferring franchise agreements. By waiving the transfer fee and right of first refusal, Jersey Mike's facilitates internal restructuring while ensuring that the core obligations of the Development Agreement remain intact through the assumption by the new corporate entity and personal guarantees of the Principals.

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.