Who is responsible for paying all tax liabilities incurred in connection with the operation of the Noodles & Company Restaurant prior to Closing?
Noodles_Company Franchise · 2025 FDDAnswer from 2025 FDD Document
18.03 Taxes. We will have no liability for any sales, use, service, occupation, exercise, gross receipts, income, property or other taxes, whether levied upon your Noodles & Company Restaurant, your property or upon us, in connection with sales made or business conducted by you (except any taxes we are required by law to collect from you). Payment of all such taxes shall be your responsibility. In the event of a bona fide dispute as to your liability for taxes, you may contest your liability in accordance with applicable law. In no event, however, will you permit a tax sale, seizure, or attachment to occur against your Noodles & Company Restaurant or any of its assets.
Source: Item 23 — RECEIPT (FDD pages 99–350)
What This Means (2025 FDD)
According to the 2025 Noodles & Company Franchise Disclosure Document, the franchisee is responsible for paying all tax liabilities. Noodles & Company has no liability for any taxes related to the franchisee's restaurant, property, or the franchisor, except for taxes Noodles & Company is legally required to collect from the franchisee. This includes sales, use, service, occupation, exercise, gross receipts, income, property, or other taxes related to the franchisee's sales or business operations.
This means that as a Noodles & Company franchisee, you are responsible for understanding and paying all applicable taxes related to your business. This responsibility extends to ensuring that no tax sale, seizure, or attachment occurs against your Noodles & Company restaurant or its assets.
If a franchisee has a legitimate dispute regarding their tax liability, they are permitted to contest it in accordance with the applicable law. However, the franchisee remains responsible for preventing any tax-related actions against the restaurant. This allocation of tax responsibility is standard in franchising, where franchisees operate as independent business owners.