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Buying an Existing Franchise

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Benefits of Buying an Existing Franchise

So, you've decided to buy an existing franchise as opposed to starting one from the ground up? Buying an existing franchise, as opposed to starting one, can make sense for many different reasons.

  • Staff and customers are usually already in place, so there is immediate cash flow
  • The existing franchise may have brand recognition that you can leverage
  • You can bypass having to choose a location and build out a site, which can take months or even a year.

Within the franchise industry buying another franchise is known as a “franchise resale.” At Providence Law, our franchise law attorneys can guide each party through all stages of a franchise resale.

The Parties in a Franchise Resale 

A franchise resale is a coordinated effort involving multiple parties. The parties involved can include the buyer, the seller, the franchisor, and frequently, the landlord.  Each party has a distinct, but connected, role in the transaction.

Buyer

The buyer, through due diligence, should address several areas of potential concern; the end goal being assurance the initial valuation is realistic. A buyer will want to identify potential risks (is there pending litigation, existing liens?) and uncover information useful to the negotiation process.

It is important during this “due diligence” period to:

  • Assess the strength of franchise intellectual property
  • Assess the strength of franchise (and related) agreements
  • Ensure compliance with franchise sales laws/practices
  • Assess financial strengths and weaknesses of the franchise
  • Measure growth potential and trends of the industry
  • Understand the purchasing/supply chain.

The buyer should work with an attorney to better understand the franchise, its risks, and its profitability.  

Franchisor

The franchisor in the transaction may have a “first right of refusal.” This means that when a seller wishes to convey any interest in the franchise, the franchisor has the first right of refusal to purchase that interest. The exact details regarding the first right of refusal will be specified in the existing franchise agreement.

Additionally, the franchisor may require a transfer fee to be paid. The franchisor must approve the sale and the potential buyer, so this fee covers the franchisor's administrative costs. The good news is this fee is negotiable as part of the transaction and can be paid by either the buyer or the seller. So a buyer will want to ensure that this fee will be included in the purchase price and that no further fees will be requested.

Landlord

In instances where a landlord is involved in the transaction, the landlord is a critical component. The buyer will likely wish to continue operating in the same retail space. If so, it will likely be advantageous for the buyer to assume the existing lease. By assuming the existing lease, the buyer will retain the seller's lease terms, and therefore will not experience an increase in rate. The landlord may first want to familiarize itself with the potential buyer/lessor's financials, business plan, and reputation, among other pertinent details.

We're Here to Guide You

Purchasing an existing franchise presents its own set of unique challenges. Yet there are advantages to buying a business with existing brand recognition, existing customers, clients, and cash flow. An experienced franchise attorney can help the buyer fully understanding the complexities of the transaction and all the parties to the transaction and their respective interests.

Contact Providence Law today to get started!

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