What organizational documents relating to ownership, organization, capitalization, management, and control must a Noodles & Company franchisee deliver to the franchisor?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
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;
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, a franchisee must deliver true and complete copies of several organizational documents to Noodles & Company. These documents pertain to the franchisee's business structure and operations.
The specific documents include the articles or certificate of incorporation, partnership agreement, bylaws, subscription agreements, buy-sell agreements, and voting trust agreements. Additionally, all other documents relating to the franchisee's ownership, organization, capitalization, management, and control must be provided. Furthermore, any amendments to these documents must be promptly delivered to Noodles & Company.
Noodles & Company requires these documents to ensure that the franchisee is properly organized and operating within the bounds of the franchise agreement. This allows Noodles & Company to maintain standards and uniformity across all franchise locations. The franchisee must also provide a Secretary/Clerk's Certificate or other evidence satisfactory to Noodles & Company that the execution, delivery, and performance of the Franchise Agreement have been duly authorized.
These requirements are typical in franchising, as franchisors need to verify the legal and financial structure of their franchisees. A prospective Noodles & Company franchisee should ensure they have all these documents readily available and understand the obligation to keep them updated with the franchisor.