What documents related to the Franchise Owner's business structure must be submitted to RE/MAX Integrated Regions, LLC for a Remax franchise?
Remax Franchise · 2025 FDDAnswer from 2025 FDD Document
he owners of these managers are Business Entities and not individuals, please attach additional sheets to show their owners, their addresses (residential address, if an individual) and their percentage ownership interests until the individual level is reached.)
- List below the names, residence addresses and title of each officer of the LLC, if any: a. b. c. d. (if more space is required, attach additional sheets hereto) 6. List below the name of the validly licensed real estate broker under whose license the Office will be conducted: I certify that this Exhibit is true and complete as of the date set forth below and acknowledge my obligation under Subsection 8.E. to update this Exhibit whenever there are changes in the information above. Please submit a copy of the Franchise Owner's Articles of Organization and Operating Agreement or LLC Agreement (with any and all amendments, if applicable) to RE/MAX Integrated Regions, LLC.
EXHIBIT B To Franchise Agreement
ESSENTIAL ICA PROVISIONS (for U.S.)
Important Notes Model ICA and Essential ICA Provisions
The Model ICA
REMAX, LLC ("REMAX, LLC" or "REMAX, LLC") has created a Model Independent Contractor Agreement ("Model ICA") to guide Franchisees in the development of an ICA, a primary legal document Franchisees use to establish the business and financial relationship with their Sales Associates (see REMAX, LLC's Model ICA at www.remax.net).
The Model ICA is designed to satisfy the "written agreement" requirement important to securing "Statutory Non-Employee" treatment of your independent contractor Sales Associates for federal tax purposes. Just as important, the Model ICA, or another form of ICA you create containing the Essential ICA Provisions, is the document by which you, the Broker, bring your Sales Associates under your Limited License to use the RE/MAX Marks, extend your use limitations to them and establish the standards of performance and professionalism necessary to grow the goodwill embodied in the RE/MAX Marks. REMAX, LLC's Model ICA includes other common or important provisions that are generally regarded as significant, if not necessary, in ICAs.
Franchisees are free under the RE/MAX System to develop such agreements and forms, including ICA forms, as they deem appropriate, so long as such documents do not undermine or adversely impact the rights and interests of the balance of the RE/MAX Network or expose others, including REMAX, LLC, to potential liability.
The Essential ICA Provisions
To preserve flexibility for those who may elect to create their own ICA rather than adapt REMAX, LLC's Model ICA for their use, REMAX, LLC has identified certain essential provisions ("Essential ICA Provisions") that are intended to preserve the reputation and goodwill associated with RE/MAX and protect and advance the interests of the entire RE/MAX Network. You are required to include these Essential ICA Provisions in every ICA or similar agreement you develop and use with your Sales Associates.
The Essential ICA Provisions do not pertain to or govern the day-to-day operation, management or activity of your Office, which is entirely determined by you in your own judgment; rather, the Essential ICA Provisions are designed in large measure to help preserve and protect the valuable RE/MAX Marks and the goodwill associated with the RE/MAX Marks.
The Paragraph references in the Essential ICA Provisions correlate to REMAX, LLC's Model ICA so that you can read and interpret the Essential ICA Provisions in the context of the Model ICA. Likewise, capitalized words appearing in the Essential ICA Provisions correlate to defined terms set forth in the Model ICA. REMAX, LLC reserves the right to modify or amend the Essential ICA Provisions and all future changes shall become binding upon RE/MAX Franchisees for all ICAs entered into commencing 60 days after the distribution of notice of each such change.
Source: Item 22 — Contracts (FDD pages 108–334)
What This Means (2025 FDD)
According to Remax's 2025 Franchise Disclosure Document, if the Franchise Owner is a Limited Liability Company (LLC), they must submit a copy of their Articles of Organization and Operating Agreement or LLC Agreement, including any and all amendments, to RE/MAX Integrated Regions, LLC.
Additionally, the Franchise Owner must complete the Ownership and Management Information form (Exhibit A) and provide it to Remax. This form requires the Franchise Owner to disclose the amount and manner in which interests are owned in the Franchise Owner entity. The Franchise Owner must also represent and warrant that all information provided on this form is true, accurate, and kept current by providing updates to Remax promptly.
Furthermore, Remax may request copies of the Franchise Owner's certificate of incorporation, registration, or articles of organization, as well as copies of their by-laws, partnership or operating agreements, buy-sell agreements, and any other relevant documents they may request. The organizational documents must state that the issuance and transfer of any interest therein is restricted by the terms of Section 12 of the Franchise Agreement, and all issued and outstanding stock certificates or certificate of membership interest or other evidence of ownership of any such Business Entity must bear a clause restricting transfer.