STUDIO NOIR

Private · Master Plan · v1.0
STUDIO NOIRENTITY STRUCTURE

STUDIO NOIR · Entity Structure

Phase 1: two entities. STUDIO NOIR OpCo LLC + STUDIO NOIR IP LLC, both filed in North Carolina.

Phase 2: add STUDIO NOIR PropCo LLC if we buy a building (Phase 2 base case is lease, so PropCo may not activate until Phase 3).

Counsel of record Phase 1: Smith Anderson (Raleigh, mid-market firm, good fit for our size). Backup: Wyrick Robbins or K&L Gates Research Triangle for premium work when we scale.

1. Why two entities Phase 1 (not one)

Founders often start with a single LLC. That works for 12-24 months, then becomes a lawsuit target and a fundraising blocker as the business grows.

The two-entity structure achieves three things:

  1. Separates operating liability from IP. A member injury (OpCo lawsuit) doesn’t touch trademarks or franchise rights (IP LLC).
  2. Enables franchising later. Franchisees license from IP LLC, not from OpCo. Clean separation from Day 1 means no restructuring headache in Phase 3.
  3. Enables raising Phase 2 outside capital into OpCo without giving investors the IP. IP LLC stays Taj + Trill controlled forever.

Cost of the two-entity structure: roughly $500-$1,000 in additional filings + a bit of ongoing attorney time for inter-company agreements. Trivial relative to what a single-entity setup creates in problems by Year 2.

2. Entity 1: STUDIO NOIR OpCo LLC (North Carolina)

Purpose: operates the physical studio, employs contractors, holds member contracts, holds the lease. This is the “business” you interact with.

Formation state: North Carolina. NC franchise tax is straightforward and there’s no benefit to Delaware for an operating entity based physically in the Triangle.

Members (Phase 1 cap table): - Taj Hines: 90% membership interest (Class A) - Trill Walker: 10% membership interest (Class A)

Governance: manager-managed LLC. Taj is Sole Manager for brand and vision matters. Trill is Manager for financial and strategic matters. Major decisions (financing, dissolution, capital calls, hiring beyond contract level) require both Managers.

Board of Advisors: none Phase 1. Add in Phase 2 when we bring on outside capital (target: 3 seats — hospitality operator, fitness operator, Triangle civic voice).

Bank accounts: Mercury for the primary Operating + Reserve + Tax Reserve sub-account stack (see 05_FINANCE/09_BANK_SETUP_RUNBOOK). Local Triangle community bank relationship (First Citizens Raleigh HQ or Live Oak Bank Wilmington) established Y2 for the SBA 504 pathway into Phase 2. Reserve sub-account labeled “STUDIO NOIR RESERVE - DO NOT TOUCH.” Two-signature requirement for any transaction over $2,500.

Insurance held here: general liability, participant liability, property (renter’s), cyber, business interruption, D&O for Managers. Full stack in 14_LEGAL_IP/03_INSURANCE.

Employer of record: none Phase 1 (no W-2 employees). Contract instructors are 1099. Studio Manager is 1099.

Distributions: no distributions to Taj until month 6 of operations. See 05_FINANCE/07_FOUNDER_DISTRIBUTIONS.

3. Entity 2: STUDIO NOIR IP LLC (North Carolina)

Purpose: holds all brand IP, all trademarks (STUDIO NOIR and eventually THE NOIR INVITATIONAL), all copyright in STUDIO NOIR-branded content, all domain names, all social media handles, all future franchise rights.

Formation state: North Carolina Phase 1 (Delaware later if we want the Court of Chancery jurisprudence when we get to Phase 3 franchising or strategic exit).

Members: - Taj Hines: 80% membership interest - Trill Walker: 20% membership interest

Trill has a slightly higher share in IP LLC because THE NOIR INVITATIONAL (Phase 2 forward) is TWG-produced and driven by his production infrastructure. Reflects future contribution.

Governance: manager-managed. Same Manager structure as OpCo. Taj holds creative director veto on any brand or IP decision.

Inter-company license: IP LLC licenses the STUDIO NOIR brand + trademarks to OpCo at nominal cost Phase 1 (e.g., $1/year plus reimbursement of trademark maintenance costs). Set up so if OpCo licenses to a Phase 3 franchisee, that royalty flow to IP LLC is clean.

Bank accounts: dedicated IP LLC checking account, held at same bank as OpCo for simplicity. Balance minimal Phase 1 (only for trademark filing fees and legal maintenance).

Insurance held here: cyber (domain + social handles).

Phase 1 status: entity formed, trademarks filed, license agreement with OpCo executed. Ongoing cost: minimal ($200-$500/year for filings and maintenance).

4. Entity 3 placeholder: STUDIO NOIR PropCo LLC (Phase 2+ if we buy a building)

Purpose (future): holds real estate if we ever buy the flagship building.

Threshold to activate: only if Phase 2 buildout includes real estate purchase (base case Phase 2 is lease).

Status Phase 1: not formed. Cost to form later: ~$500 + attorney time.

5. Phase 1 operating agreement key terms

The OpCo Operating Agreement (drafted by Smith Anderson) includes:

  • Management structure: Manager-managed, Taj + Trill as Managers
  • Voting rights: Taj 90%, Trill 10% (matches equity)
  • Distribution priorities: operating costs → contractor pay → software → reserve maintenance → then distributions to Taj (Trill declines distributions Phase 1)
  • Distribution mechanics: governed by 05_FINANCE/07_FOUNDER_DISTRIBUTIONS waterfall
  • Capital calls: none permitted Phase 1 without unanimous consent
  • Transfer restrictions: neither member may sell or transfer their interest without the other’s written consent
  • Dissolution: requires unanimous vote of Managers
  • Death or incapacity: interests transfer to member’s estate or per member’s will, but voting rights temporarily suspend until the estate/heir signs a joinder to the Operating Agreement
  • Non-compete: Taj and Trill do not open a competing luxury pole/movement studio in the Triangle during their ownership (mutual carve-out for Trill’s TWG work, which is not competitive with STUDIO NOIR)
  • Confidentiality: all business information confidential, standard survivability clauses

Standard Phase 1 operating agreement. Attorney draft cost included in the $5,000 Bucket 1 legal setup (see 05_FINANCE/00_STARTUP_BUDGET).

6. Phase 1 IP LLC operating agreement key terms

Similar to OpCo, plus:

  • License to OpCo: exclusive royalty-free license to STUDIO NOIR trademarks and brand assets for Phase 1 RDU operations
  • Reserved rights: IP LLC reserves the right to license to any other entity in the future (franchisees, second locations, digital platform)
  • Taj creative director veto: any brand decision (visual identity change, trademark modification, franchise agreement, brand licensing to third party) requires Taj’s written consent

7. Phase 2 entity additions (preserved for reference)

Phase 2 flagship + outside capital may prompt:

  1. STUDIO NOIR PropCo LLC (NC) if we buy the flagship building
  2. STUDIO NOIR IP LLC redomicile to Delaware for franchise readiness and investor comfort
  3. New Class B Preferred equity in OpCo for HNW angel investors from Phase 2 raise (up to 20% dilution, maintaining Taj majority)
  4. Employee equity option pool (10% carved out for GM + Head of Programming + other Phase 2 hires)

Full Phase 2 entity restructure planned in 2028 alongside Phase 2 capital raise.

8. Phase 3 entity additions (Phase 3 franchise, 2032+)

  • Master franchisor entity established (may be within STUDIO NOIR IP LLC or a separate franchisor sub)
  • Individual franchisee LLCs formed per unit (franchisees form their own local LLC that signs the franchise agreement)
  • International master franchise entities if we go global (London + Dubai priority for Phase 3+)

Deferred to 2031+.