What organizational documents must a Noodles & Company franchisee provide to the franchisor?
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
representing direct or indirect legal or beneficial ownership interests now or hereafter issued must bear a legend in conformity with applicable law reciting or referring to such restrictions; and (g) you will deliver to us a Secretary/Clerk's Certificate or other evidence satisfactory to us, that the execution, delivery and performance of this Agreement and all other agreements and ancillary documents contemplated hereby or thereby have been duly authorized by all necessary action by your corporation, partnership, limited liability company or other legal entity, as applicable. You may not change the form of your entity unless we mutually agree in writing that such a change is warranted. Neither you, your partners, shareholders, members of an LLC nor the entity formed to operate your Noodles & Company Restaurants may be, or become, during the term of this Agreement and any other agreements between us, including the Franchise Agreement, a Publicly Held Entity.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to Noodles & Company's 2025 Franchise Disclosure Document, a franchisee must provide several organizational documents to the franchisor. Specifically, the franchisee must deliver true and complete copies of documents relating to the ownership, organization, capitalization, management, and control of the franchise entity.
These documents include the articles or certificate of incorporation, partnership agreement, bylaws, subscription agreements, buy-sell agreements, and voting trust agreements. Furthermore, any amendments to these documents must be promptly delivered to Noodles & Company. The franchisee must also provide a Secretary/Clerk's Certificate or other evidence satisfactory to Noodles & Company, confirming that the execution, delivery, and performance of the Franchise Agreement and related documents have been duly authorized.
This requirement ensures that Noodles & Company has a comprehensive understanding of the franchisee's business structure, ownership, and management. It also allows Noodles & Company to verify that the franchisee is properly authorized to enter into the franchise agreement and fulfill its obligations. Additionally, the organizational documents must state that any transfer of ownership is restricted by the terms of the Franchise Agreement, and all ownership certificates must bear a legend referring to these restrictions.
These measures help Noodles & Company maintain control over its brand and ensure that franchisees adhere to the terms of the franchise agreement. The franchisee cannot change their business entity without written consent from Noodles & Company, and the entity cannot become a Publicly Held Entity during the term of the agreement.