What is the governing state of the limited liability company that franchises Potbelly Sandwich Works?

According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, Potbelly Franchising, LLC is an Illinois limited liability company. This means that the company is governed by the laws of the State of Illinois. For a prospective franchisee, this is important because the franchise agreement and the relationship between the franchisee and Potbelly Sandwich Works will be interpreted under Illinois law. Any legal disputes or interpretations of the franchise agreement would likely be subject to the jurisdiction and legal precedents of Illinois.

This also implies that the formation, operation, and internal affairs of Potbelly Franchising, LLC are dictated by Illinois's limited liability company statutes. These statutes provide the legal framework for the company's existence, the rights and responsibilities of its members, and the procedures for making company decisions. Franchisees should be aware that changes in Illinois law could potentially impact the franchise system.

Understanding the governing state is crucial for assessing potential legal and regulatory risks associated with the franchise. Franchisees may want to consult with legal counsel familiar with Illinois franchise law to fully understand their rights and obligations under the franchise agreement and how Illinois law may affect their investment.