factual

What statement must be conspicuously endorsed on each stock certificate related to a Mr. Sandless franchise?

Mr_Sandless Franchise · 2025 FDD

Answer from 2025 FDD Document

  • 21.6.5 Each stock certificate must be conspicuously endorsed upon its face with a statement in form satisfactory to us that it is held subject to, and that further assignment or transfer is subject to, all restrictions imposed upon assignment by this Agreement. In addition, a corporate franchisee's shareholders' agreement, if any, or a limited liability company's operating agreement, as applicable, must restrict transfer of interests to third parties;

Source: Item 22 — CONTRACTS (FDD page 42)

What This Means (2025 FDD)

According to the 2025 Mr. Sandless Franchise Disclosure Document, if a franchisee operates as a corporation, each stock certificate must have a conspicuous endorsement. This endorsement, in a format satisfactory to Mr. Sandless, must state that the stock is held subject to all assignment restrictions outlined in the Franchise Agreement and that any further assignment or transfer is also subject to these restrictions. Additionally, if the franchisee is a corporation, the shareholders' agreement, or if a limited liability company, the operating agreement, must also restrict the transfer of interests to third parties.

This requirement ensures that Mr. Sandless maintains control over who becomes a franchisee and that any transfer of ownership complies with the terms of the Franchise Agreement. This is a common practice in franchising to protect the brand and maintain consistency across all franchise locations. By restricting the transfer of stock, Mr. Sandless can prevent unauthorized parties from gaining control of a franchise without their approval.

For a prospective Mr. Sandless franchisee, this means that if they choose to operate their franchise through a corporation or limited liability company, they must ensure that all stock certificates and governing documents include the necessary restrictions on transfer. This may require consulting with legal counsel to ensure compliance with the Franchise Agreement and applicable laws. Failure to comply with these requirements could result in a breach of the Franchise Agreement and potential termination of the franchise.

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.