Transfer and consent
Can I sell the hotel, and on what conditions?
Also called: Assignment · Change of control
Favours the drafting party
What it does
Conditions any transfer of the hotel or of the ownership entity on the franchisor's consent, and sets out what the buyer and seller must satisfy to obtain it.
Why it matters
It defines the size of your buyer pool years before there is a buyer, and it is far cheaper to address at signing than during a transaction. Most deals that die late, die here.
What to watch for
- Consent at the brand's sole and absolute discretion rather than a reasonableness standard
- A requirement that the buyer sign the brand's current form for a full new term, rather than take an assignment of yours
- An improvement plan issued as a condition of consent
- A right of first refusal or right to match, which changes how the property can be marketed
- No stated time limit for the brand to respond
What to ask for
- Consent not to be unreasonably withheld, conditioned or delayed
- Objective, stated buyer-qualification criteria rather than open discretion
- An outside date for the brand's response, with a deemed-consent consequence
- Assignment of the existing agreement, or at minimum a cap on what the new form may change
- A pre-agreed ceiling on any improvement plan issued on transfer
How common is it
Documents filed with the SEC containing the exact phrase “consent to assignment”.
View as a table
| Year | Documents |
|---|---|
| 2019 | 407 |
| 2020 | 505 |
| 2021 | 732 |
| 2022 | 486 |
| 2023 | 699 |
| 2024 | 592 |
| 2025 | 570 |
Real filings using it
- Repare Therapeutics Inc. (RPTX) (CIK 0001808158) — 8-K, 2025-12-29
- CARILLON SERIES TRUST (CIK 0000897111) — 485BPOS, 2023-02-24
- XOMA Royalty Corp (XOMA, XOMAO, XOMAP) (CIK 0000791908) — 10-Q, 2024-08-13
Source: SEC EDGAR full-text search (efts.sec.gov). Retrieved 2026-08-30. Counts are filed documents matching an exact phrase, not deals, and EDGAR indexes public-company filings — read these as public-company practice, not as evidence of what private mid-market agreements contain.
What usually gets agreed
A response deadline and written qualification criteria are commonly agreed. Assignment of the existing agreement rather than a new current-form agreement is the hardest ask and usually the most valuable one.
Related
- Liquidated damages — A formula fixing what the franchisor is owed if the agreement ends before its term runs.
- Personal guaranty — A principal's personal promise to answer for the operating entity's obligations.
- Territorial protection — A defined area in which the franchisor agrees not to license a competing property, for a period.