Tags |
|
|
Links |
|
|
Casual Articles - Franchise Transfers to a Corporation or Limited Liability Company
Every smart manager or boss knows good company morale is priceless. They know rewarding clients, customers or employees for their continued patronage or hard work makes good business sense.The holiday season is the perfect occasion where goodwill can help build company spirit and continued patronage. You should spare no expense in presenting a nice token of your appreciation for all the hard work and loyalty displayed throughout the year.However, playing Santa in the corporate world does come with a few problems. Especially if you're a boss or employer who procrastinates or
(b) No other person or entity, except members of Franchisee’s or its partners’ respective immediate families or trusts for the benefit of such family members, may own or have any right to acquire any capital stock, membership interests or other securities of such corporation or company;
(c) The form and content of the articles or certificate of incorporation, organization or formation of such corporation or company and by-laws of any such corporation or operating agreement of any such company must contain p
When restaurant owners or management refer to purchase of supplies, it is difficult for most people to imagine the vast number of items that may be required. For customers, concerns regarding a restaurant are limited to hygiene, affordability, choice and taste. Restaurants undertake detailed planning of their supplies to meet customer needs and ensure their own profitability. Wholesale restaurant supplies refer to large quantities of supplies sold to retailers for resale to actual consumers. Generally, wholesalers buy from manufacturers and then sell to retailers. There are many companies that specialize i
A franchisor must consider how this will effect his operations in dealing with the franchisee and making sure that the new corporation as the same partners and legal entities behind it, because a franchisee might be bringing in monies from a competitor, someone who has not signed the franchise agreement and is not bound by its stipulations or they might be trying to dodge tax laws, and thus jeopardizing the company brand-name if something wrong. It is for this reason that I modified our clauses in our franchise agreement regarding assignments of the franchise agreement to a corporation or LLC. Below is the clause that I came up with for our company;
5.3 Assignment to Corporation or Limited Liability Company
If Franchisee is a partnership or individual and hereafter desires to conduct the Franchised Business in an incorporated or limited liability company form, Franchisor will not unreasonably withhold its consent to the transfer of this Agreement and Franchisee’s interest herein to any corporation or limited liability company formed for that purpose; provided that Franchisee and such corporation or company must, prior to such transfer, satisfy such reasonable requirements as Franchisor shall impose, which may include, without limitation, the following:
(a) Franchisee or its partners will at all times be the record and/or beneficial owner of, and will have, by law or by written agreement satisfactory to Franchisor, voting control of, not less than fifty-one percent (51%) of the issued and outstanding shares or membership interests of each class of the capital stock or membership interests of such corporation or company;
(b) No other person or entity, except members of Franchisee’s or its partners’ respective immediate families or trusts for the benefit of such family members, may own or have any right to acquire any capital stock, membership interests or other securities of such corporation or company;
(c) The form and content of the articles or certificate of incorporation, organization or formation of such corporation or company and by-laws of any such corporation or operating agreement of any such company must contain pr
If you are attending a conference or trade show as a representative of your business, you will likely want to ensure that your company name is the one that everyone remembers after the show is done and packed and everyone has gone home. You can do this by offering an incredible product, of course, but there will be much competition between incredible products at any good conference or trade show. How do you guarantee that your company name is the one that is associated with great business as well as a good product? One of the ways is with the careful placement of promotional products.The best way
5.3 Assignment to Corporation or Limited Liability Company
If Franchisee is a partnership or individual and hereafter desires to conduct the Franchised Business in an incorporated or limited liability company form, Franchisor will not unreasonably withhold its consent to the transfer of this Agreement and Franchisee’s interest herein to any corporation or limited liability company formed for that purpose; provided that Franchisee and such corporation or company must, prior to such transfer, satisfy such reasonable requirements as Franchisor shall impose, which may include, without limitation, the following:
(a) Franchisee or its partners will at all times be the record and/or beneficial owner of, and will have, by law or by written agreement satisfactory to Franchisor, voting control of, not less than fifty-one percent (51%) of the issued and outstanding shares or membership interests of each class of the capital stock or membership interests of such corporation or company;
(b) No other person or entity, except members of Franchisee’s or its partners’ respective immediate families or trusts for the benefit of such family members, may own or have any right to acquire any capital stock, membership interests or other securities of such corporation or company;
(c) The form and content of the articles or certificate of incorporation, organization or formation of such corporation or company and by-laws of any such corporation or operating agreement of any such company must contain p
Localization, in a general sense, means to adapt a particular service to a different culture or many different cultures. It is one of the methods used by businesses to expand into other countries. Localization helps to build trust.The first traces of localization can be seen over fifty years ago when globalization began. Companies coming out of the Great Depression had to build up their reserves and decided to set up branches in other countries. It was impossible to do business in a foreign land without first adapting to the culture. Thus, these multinational companies began reworking their strategi
5.3 Assignment to Corporation or Limited Liability Company
If Franchisee is a partnership or individual and hereafter desires to conduct the Franchised Business in an incorporated or limited liability company form, Franchisor will not unreasonably withhold its consent to the transfer of this Agreement and Franchisee’s interest herein to any corporation or limited liability company formed for that purpose; provided that Franchisee and such corporation or company must, prior to such transfer, satisfy such reasonable requirements as Franchisor shall impose, which may include, without limitation, the following:
(a) Franchisee or its partners will at all times be the record and/or beneficial owner of, and will have, by law or by written agreement satisfactory to Franchisor, voting control of, not less than fifty-one percent (51%) of the issued and outstanding shares or membership interests of each class of the capital stock or membership interests of such corporation or company;
(b) No other person or entity, except members of Franchisee’s or its partners’ respective immediate families or trusts for the benefit of such family members, may own or have any right to acquire any capital stock, membership interests or other securities of such corporation or company;
(c) The form and content of the articles or certificate of incorporation, organization or formation of such corporation or company and by-laws of any such corporation or operating agreement of any such company must contain p
What’s in a Name? Does a Rose by Any Other Name Sell as Sweet?Good product names act as advertising for your product. They differentiate you from your competitors and keep your customers coming back because they remember you and your product name. There is an art to naming products, and all great product names have the following qualities:1. The words sound familiar even if it is a new word combination.2. The word combination illustrates exactly what it product is.3. The name shows how the product works/operates.4. The name looks good on the page and on the product.
(a) Franchisee or its partners will at all times be the record and/or beneficial owner of, and will have, by law or by written agreement satisfactory to Franchisor, voting control of, not less than fifty-one percent (51%) of the issued and outstanding shares or membership interests of each class of the capital stock or membership interests of such corporation or company;
(b) No other person or entity, except members of Franchisee’s or its partners’ respective immediate families or trusts for the benefit of such family members, may own or have any right to acquire any capital stock, membership interests or other securities of such corporation or company;
(c) The form and content of the articles or certificate of incorporation, organization or formation of such corporation or company and by-laws of any such corporation or operating agreement of any such company must contain p
One great way to raise the profile of your club and promote your events is postering. There are two main steps to carrying this task out.1. Preparing the posterA) Creating: Make sure the poster is not too small for people to easily see and read the basic info as they pass by. 8.5 x 11” (normal printer paper size) is a good smallest size as a guideline. If you are just photocopying the poster at any copy store you will just want to make it on plain white paper since that is what it will be copied on anyhow.These days, posters are usually made electronically on computers using pre-made g
(b) No other person or entity, except members of Franchisee’s or its partners’ respective immediate families or trusts for the benefit of such family members, may own or have any right to acquire any capital stock, membership interests or other securities of such corporation or company;
(c) The form and content of the articles or certificate of incorporation, organization or formation of such corporation or company and by-laws of any such corporation or operating agreement of any such company must contain provisions enforceable under applicable law restricting the issuance and transfer of capital stock, membership interests or securities of the corporation or company to such extent as Franchisor shall reasonably require;
(d) Franchisor must have been furnished in writing the names and address of all existing or prospective shareholders or members of the corporation or company and Franchisee or its partners and (if requested by Franchisor) each such shareholder or member, or prospective shareholder or member, must have guaranteed in writing (in form and substance satisfactory to Franchisor) the performance by the corporation or company of the obligations of the Franchisee under this Agreement; and
(e) Each shareholder or member must have executed and delivered to Franchisor a non-competition covenant in form and substance satisfactory to Franchisor, containing the covenants not to compete required by Section 3.20.3 hereof. After assignment of this Agreement to a corporation or limited liability company as above provided, or, if Franchisee is a corporation or limited liability company at the date of this Agreement, the sale, transfer, assignment or encumbrance or change in rights of any class or series of capital stock, membership interests or other securities of such corporation or company, whether by operation of law or otherwise, will be deemed a sale by Franchisee or (if a partnership) its partners or its or their interest(s) in this Agreement and will in all respects be subject to the limitations set forth in this Section 5 on the sale of Franchisee’s interests in this Agreement. Any merger, consolidation or reorganization by any corporation or limited liability company having an interest in this Agreement will be deemed a sale of such interest and, unless the prior written consent of Franchisor has been obtained, will constitute a material breach hereof.
--- --- --- --- ---
It is interesting how something so simple can become so problematic. It is for this reason that I suggest that you consult an experienced and knowledgeable franchisee attorney and ask them how such a clause would
HTTP = HTML link (for blogs, profiles,phorums):
<a href="http://www.casualarticles.com/article/8074/casualarticles-Franchise-Transfers-to-a-Corporation-or-Limited-Liability-Company.html">Franchise Transfers to a Corporation or Limited Liability Company</a>
BB link (for phorums):
[url=http://www.casualarticles.com/article/8074/casualarticles-Franchise-Transfers-to-a-Corporation-or-Limited-Liability-Company.html]Franchise Transfers to a Corporation or Limited Liability Company[/url]
Related Articles:
Branches of Accounting, Uses of Accounting and Limitations of Financial Accounting
Bookmark it:
|