STUDIO NOIR · Formation SOP · Northwest Registered Agent
The step-by-step to get STUDIO NOIR LLC legally born. Trill runs the filings inside Northwest’s dashboard. Taj signs the documents that require the owner’s name.
Plain English. If a line says “Trill does this,” Taj does not have to touch it. If a line says “Taj signs,” it means Taj is the only person who can sign.
The entity structure at a glance
Two LLCs, both filed in North Carolina, both filed through Northwest Registered Agent.
| Entity | Purpose | Owner | Manager |
|---|---|---|---|
| STUDIO NOIR LLC (OpCo) | Runs the club. Signs the lease. Employs contractors. Takes member payments. | Taj (100%) | Taj (manager-managed) |
| STUDIO NOIR IP LLC (HoldCo) | Owns the trademarks, brand assets, franchise IP. Licenses them to OpCo for a small fee. | Taj (100%) | Taj (manager-managed) |
Two entities means: if OpCo ever gets sued (member injury, landlord dispute), the trademarks live safely in a separate box. This is standard for anything that will one day franchise.
Full detail on why two entities in [[entity-structure]].
What Northwest does for us
Northwest Registered Agent is the filing service. They give us four things:
- Filing agent. They submit the LLC formation paperwork to the NC Secretary of State on our behalf.
- Registered Agent service. They receive legal mail on the LLC’s behalf so we do not have to publish Taj’s home address on the state record. Included first year, $125/year after.
- Compliance calendar. They send reminders when the annual report is due (NC annual report is $200/year for LLCs).
- Dashboard for documents. Everything filed lives in one login. Taj gets a login. Trill gets a login.
Cost per LLC through Northwest: $39 filing service + $125 NC state filing fee = $164 per LLC. Two LLCs = $328 total to birth.
The 8-step SOP
Step 1. Confirm the names are available (Trill, 15 minutes)
Before we file, we check that “STUDIO NOIR LLC” and “STUDIO NOIR IP LLC” are not already taken in North Carolina.
Trill checks: https://www.sosnc.gov/online_services/search/by_title/_Business_Registration
If either name is taken, we consider variants: “STUDIO NOIR NC LLC,” “STUDIO NOIR RALEIGH LLC,” “SN STUDIO LLC.” Trill picks the alternate that keeps the trademark story clean and confirms with Taj by text before filing.
Step 2. Create the Northwest account (Trill, 15 minutes)
Trill signs up at https://www.northwestregisteredagent.com using hello@thewalkergroup.studio. Adds Taj’s email taj@studionoir.[domain] as an authorized user once her email exists (see Google Workspace runbook).
Step 3. File STUDIO NOIR LLC (OpCo) (Trill, 30 minutes)
Inside Northwest dashboard, start a new LLC filing:
- Entity name: STUDIO NOIR LLC
- State: North Carolina
- Effective date: immediate
- Business address: Taj’s home address (temporary; changes to leased retail address at lease signing)
- Registered Agent: Northwest Registered Agent (default; do not use a personal address)
- Management structure: Manager-managed
- Manager: Tajanay Hines
- Member: Tajanay Hines, 100% owner
- Effective period: perpetual
- Purpose: “Any lawful business” (default is fine; the Operating Agreement narrows the scope for internal use)
Northwest submits to NC Secretary of State. Approval typically arrives in 2 to 5 business days.
Step 4. File STUDIO NOIR IP LLC (HoldCo) (Trill, 30 minutes)
Same steps as above, with:
- Entity name: STUDIO NOIR IP LLC
- All other fields identical to OpCo except this LLC will not employ anyone or take deposits. Purpose narrows to “own and license intellectual property” for internal Operating Agreement, but the state filing still says “any lawful business.”
Step 5. Get the EINs (Trill, 20 minutes each)
An EIN (Employer Identification Number) is the LLC’s tax ID. Free from the IRS, done online, takes about 15 minutes each.
Trill submits at https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online.
The IRS wants a “responsible party” for each LLC. That is Taj. Trill fills the form with Taj’s SSN (Taj sends this via signal or encrypted note; do not put SSN in email). EIN comes back on-screen within minutes.
Two EINs total. Save each PDF confirmation to ~/Documents/Active_Projects/TAJ_HUB/STUDIO_NOIR_OS/14_LEGAL_IP/_evidence/.
Step 6. Sign the Operating Agreements (Taj, 30 minutes)
Trill drafts the Operating Agreements (one per LLC, see 05_OPERATING_AGREEMENT.md). Taj reads and signs. Signature can be electronic through Northwest’s e-sign or DocuSign.
Northwest stores the signed PDFs in the dashboard. Also save a copy to ~/Documents/Active_Projects/TAJ_HUB/STUDIO_NOIR_OS/14_LEGAL_IP/_evidence/.
Nothing else happens until this step is done. No bank account opens, no lease is signed, no domain is registered under the LLC name.
Step 7. NC Beneficial Ownership Report (Trill, 15 minutes each)
Federal requirement under the Corporate Transparency Act. Both LLCs must report their beneficial owner (Taj) to FinCEN within 30 days of formation.
Trill files at https://boiefiling.fincen.gov/. Uploads Taj’s driver’s license image. Files under Taj’s home address. Free to file.
Save the filing confirmations to _evidence/.
Step 8. File the initial NC Annual Report (Trill, 15 minutes)
Every NC LLC must file an annual report by April 15 each year. If we form after April 15, our first report is not due until the following April 15. If we form before April 15, we owe one for the current year.
Northwest reminds us. $200 per LLC. Trill files.
Timeline
Assuming Trill starts the day Taj gives the green light:
| Day | Milestone |
|---|---|
| Day 0 | Name check, Northwest account, both LLCs submitted |
| Day 2 to 5 | NC state approval on both LLCs |
| Day 5 | EINs requested and returned |
| Day 6 | Operating Agreements drafted, sent to Taj |
| Day 7 to 10 | Taj reviews and signs Operating Agreements |
| Day 10 | Beneficial Ownership Reports filed with FinCEN |
| Day 10 | LLCs are ready for banking, contracts, and lease |
Fastest realistic path from zero to bankable entity: 10 business days.
Total cost to birth both LLCs
| Line | Cost |
|---|---|
| NC filing fee (OpCo) | $125 |
| NC filing fee (HoldCo) | $125 |
| Northwest filing service (OpCo) | $39 |
| Northwest filing service (HoldCo) | $39 |
| Northwest Registered Agent, year 1 (both) | $0 (included) |
| EIN (both) | $0 |
| FinCEN BOI report (both) | $0 |
| Operating Agreements (drafted by Trill, no attorney) | $0 |
| Total | $328 |
Optional attorney review of Operating Agreements before Taj signs: $500 to $1,200 through a NC small-business firm. Recommended once the OpCo signs a real lease. Skippable for the pure formation step if we want to save.
Year 2 recurring: $125/year Registered Agent per LLC ($250 total) + $200/year NC annual report per LLC ($400 total) = $650/year recurring.
What Taj needs to do (short list)
- Text Trill her SSN when he asks (Step 5).
- Read and sign the Operating Agreements when they land in her inbox (Step 6).
- Send a photo of her driver’s license for the FinCEN filing (Step 7).
That’s it. Everything else runs through Trill and Northwest.
What Northwest does not do for us
- Northwest is not an attorney. If we get sued, we need real counsel.
- Northwest does not file the trademarks. That is USPTO, covered in [[trademark-strategy]].
- Northwest does not open the bank account. That is us, covered in
06_BANK_SETUP_RUNBOOK.md. - Northwest does not set up email or website. That is Google Workspace, covered in
09_DIGITAL_PLATFORM/04_GOOGLE_WORKSPACE_SETUP.md.
Northwest births the legal person. Everything else is us dressing them.
Filing checklist (mark each as done)
Once this list is complete, we can open bank accounts, sign a lease, and start pre-launch marketing under the STUDIO NOIR LLC name.