To what extent are the Noodles & Company permits and licenses transferred from the seller to the buyer?

According to Noodles & Company's 2025 Franchise Disclosure Document, when a restaurant is sold, the seller is required to transfer ownership of several key items to the buyer via a bill of sale. These include the fixed assets, inventory, change fund, and crucially, the permits and licenses necessary to operate the Noodles & Company restaurant.

However, the transfer of permits and licenses is not guaranteed simply by including them in the bill of sale. The prospective buyer must still meet Noodles & Company's requirements for new Area Operators, which includes obtaining the necessary licenses from all applicable authorities. This implies that the buyer will need to apply for and secure these permits and licenses independently, even if the seller includes them in the transfer documents. Noodles & Company retains significant control over the transfer process, as the franchisor can disapprove of the transfer if the terms are too burdensome or if new regulations would adversely affect their relationship with the new franchisee.

Furthermore, Noodles & Company approval of a transfer does not mean they represent or warrant the fairness of the agreement between the seller and the buyer, nor does it waive Noodles & Company's right to demand compliance with the franchise agreement by the transferee. The approval applies only to the specific transfer being proposed and has no bearing on any other potential transfers. The transferee must also obtain an acceptable assignment of the lease from the landlord for each Noodles & Company restaurant being transferred.

In summary, while the seller includes permits and licenses in the transfer documents, the buyer must independently meet Noodles & Company's requirements and obtain the necessary approvals and assignments to legally operate the franchise. This process ensures that all franchisees meet the brand's standards and comply with all applicable regulations.