What is the Noodles & Company franchisee required to do regarding amendments to their organizational documents?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
8.01 Organization Documents. You must be a legal entity such as a business corporation, partnership, limited liability company or other legal entity formed for and used for the purpose of developing and holding franchises to operate Noodles & Company Restaurants. You and each of your Principal Owners represent, warrant and agree that: (a) you are duly organized and validly existing under the laws of the state of your organization and you are duly qualified to transact business in the state in which your Noodles & Company Restaurant is located; (b) you have the authority to execute and deliver this Agreement and to perform your obligations hereunder; (c) true and complete copies of the articles or certificate of incorporation, partnership agreement, bylaws, subscription agreements, buy-sell agreements, voting trust agreements and all other documents relating to your ownership, organization, capitalization, management and control have been delivered to us and all amendments thereto shall be promptly delivered to us; (d) your and your entity's activities are restricted to those necessary solely for the development, ownership and operation of your Noodles & Company Restaurant in accordance with this Agreement and in accordance with any other agreements entered into with us or our Affiliate, as applicable; (e) the articles or certificate of incorporation, partnership agreement or other organizational documents recite that the issuance, transfer or pledge of any direct or indirect legal or beneficial ownership interest is restricted by the terms of this Agreement; (f) all certificates
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, franchisees must promptly deliver to Noodles & Company any amendments to their organizational documents. These documents include articles or certificates of incorporation, partnership agreements, bylaws, subscription agreements, buy-sell agreements, and voting trust agreements, as well as any other documents related to the ownership, organization, capitalization, management, and control of the franchise.
This requirement ensures that Noodles & Company maintains an up-to-date understanding of the franchisee's business structure and ownership. By requiring prompt delivery of amendments, Noodles & Company can monitor any changes that may affect the franchisee's ability to meet its obligations under the franchise agreement. This also allows Noodles & Company to ensure that the franchisee continues to comply with the brand's standards and operational requirements.
For a prospective Noodles & Company franchisee, this means maintaining meticulous records of all organizational documents and promptly communicating any changes to Noodles & Company. Failure to do so could potentially result in a breach of the franchise agreement. Franchisees should establish internal procedures to ensure that all amendments are properly documented and submitted to Noodles & Company in a timely manner.