Will a transfer to a Controlled Entity trigger the Right of First Refusal for Ledgers?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
7.4. Transfer to Controlled Entity
A "Controlled Entity" is an entity in which you are the beneficial owner of 100% of each class of voting ownership interest. A transfer to a "Controlled Entity" will not trigger the Right of First Refusal. At the time of the desired transfer of interest to a Controlled Entity, you must notify us in writing of the name of the Controlled Entity and the name and address of each officer, director, shareholder, member, partner, or similar person and their respective ownership interest. Each such person of the Controlled Entity must sign the then-current amendment and release forms or Franchisee Agreement as required by us. We do not charge a transfer fee for this change.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers' 2025 Franchise Disclosure Document, a transfer to a Controlled Entity will not trigger the Right of First Refusal. A "Controlled Entity" is defined as an entity where the franchisee is the beneficial owner of 100% of each class of voting ownership interest.
To complete the transfer, the franchisee must notify Ledgers in writing, providing the name of the Controlled Entity and the name and address of each officer, director, shareholder, member, partner, or similar person, along with their respective ownership interest. Each person within the Controlled Entity must also sign the then-current amendment and release forms or Franchisee Agreement as required by Ledgers.
Ledgers does not charge a transfer fee for transfers to a Controlled Entity. This process allows a franchisee to structure their business under a corporate entity without facing additional costs or the risk of Ledgers exercising a right of first refusal, provided the franchisee maintains complete ownership and control.