What does Noodles & Company represent and warrant regarding its organizational status?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
4. YOUR ORGANIZATION AND MANAGEMENT.
4.01 Organizational Documents**.** You must be a business corporation, partnership, limited liability company or other legal entity formed for the sole purpose of developing and holding franchises to operate Noodles & Company restaurants. You and each of your 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(s) in which the Development Area 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 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 entity's activities are restricted to those necessary solely for the development, ownership, and operation of Noodles & Company restaurants in accordance with this Agreement and in accordance with any other agreements entered into with us or our Affiliate if applicable; (e) the articles 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 attestation or other evidence satisfactory to us that the execution, delivery and performance of this Agreement, each Franchise Agreement as it is executed, 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 the 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, franchisees must be a legally recognized entity such as a corporation, partnership, or limited liability company. This entity must be specifically formed to develop and hold franchises for operating Noodles & Company restaurants.
Noodles & Company requires that franchisees are duly organized and legally operating under the laws of their state. They must also be qualified to conduct business in the states where their Noodles & Company restaurants or development areas are located. Franchisees must have the authority to execute the franchise agreement and fulfill their obligations as outlined in the agreement.
The agreement also states that franchisees must provide Noodles & Company with complete copies of all documents related to the business's ownership, organization, capitalization, management, and control, including any amendments. The franchisee's business activities must be limited to those necessary for the development, ownership, and operation of Noodles & Company restaurants, as defined by the franchise agreement. Furthermore, the organizational documents must state that any transfer of ownership interest is restricted by the terms of the franchise agreement, and all ownership certificates must reflect these restrictions.
Noodles & Company also stipulates that the franchisee cannot change their business entity form without written consent from Noodles & Company. Additionally, the franchisee and its owners cannot be or become a publicly held entity during the term of the agreement. These stipulations ensure that Noodles & Company maintains control over the franchise operations and ownership structure, protecting the brand and its standards.