STUDIO NOIR LLC · Operating Agreement (Single-Member)
Plain-English operating agreement for STUDIO NOIR LLC, a North Carolina limited liability company, with Tajanay Hines as the sole member.
This is the working draft. A NC-licensed attorney should read this before Taj signs the final version. That review costs $500 to $1,200 through a Raleigh mid-market firm and is money worth spending before the lease is signed.
Companion Operating Agreement for STUDIO NOIR IP LLC lives in 06_OPERATING_AGREEMENT_IP.md. That one narrows the LLC’s purpose to “own and license intellectual property.”
1. The parties
This Operating Agreement is made on [DATE], between STUDIO NOIR LLC (the “Company”), a North Carolina limited liability company, and Tajanay Hines (the “Member”), the sole owner of the Company.
2. Formation
The Company was formed under the North Carolina Limited Liability Company Act on [FORMATION DATE] by filing Articles of Organization with the North Carolina Secretary of State (File Number: [NC FILE NO.]).
3. Name
The Company operates under the name “STUDIO NOIR LLC.” The Company may also do business under the trade names “STUDIO NOIR,” “Studio Noir,” or any other trade name the Member approves in writing.
4. Purpose
The Company exists to operate a luxury movement, wellness, and hospitality business under the STUDIO NOIR brand, including but not limited to: fitness and dance classes, membership services, retail sales, food and beverage, event production, and any other lawful business the Member decides to pursue.
5. Registered office and agent
The Company’s registered office in North Carolina is the office of Northwest Registered Agent Service, Inc., located at 3801 Lake Boone Trail, Suite 210, Raleigh, NC 27607. Northwest Registered Agent Service, Inc. is the Company’s registered agent for service of process in North Carolina.
6. Principal place of business
The Company’s principal place of business is [ADDRESS], Raleigh (or the applicable city), NC. This may change if the Company signs a new lease. Change of principal address is recorded in the Company’s records within 10 days of the change.
7. Term
The Company begins on the date of filing and continues perpetually until dissolved as described in Section 15.
8. Membership interest
The Member owns 100% of the membership interest in the Company. There are no other members and no other classes of membership interest.
9. Capital contribution
The Member contributed $84,000 in cash to the Company on or about [DATE] as the initial capital contribution. This is the total capital contribution required at formation. The Member may make additional capital contributions in the future at her sole discretion; no additional contributions are required.
Additional capital contributions, if made, are recorded in the Company’s records and increase the Member’s capital account by the amount contributed.
10. Management
The Company is manager-managed. The Manager is Tajanay Hines. The Manager has full authority to run the day-to-day business of the Company, including but not limited to:
- Signing leases, contracts, and legal agreements on behalf of the Company
- Opening and operating bank accounts in the Company’s name
- Hiring and firing employees and contractors
- Setting prices for membership and services
- Buying and selling assets of the Company (except the sale of substantially all assets, which requires written approval described in Section 14)
- Filing tax returns and required government reports
- Delegating any of these powers to employees or contractors in writing
The Manager may appoint officers (President, Chief Executive Officer, Chief Operating Officer, or other titles) to help run the Company. Officer appointments and their duties are recorded in the Company’s records.
Delegation to Trill Walker. The Manager may delegate specific operational, financial, and administrative tasks to Emmett Walker in writing, including but not limited to filings with government agencies, banking setup, insurance procurement, and vendor negotiations. Delegation does not transfer ownership or control; the Manager remains solely responsible and may revoke any delegation in writing at any time.
11. Distributions
The Manager decides when and how much to distribute to the Member. Distributions are made from available cash after: paying operating expenses, funding reserves, servicing debt, and paying taxes.
There is no required distribution schedule. The Manager may distribute funds monthly, quarterly, annually, or on any other cadence she chooses.
The intended cadence for the Company’s first year is: no distributions during the first 6 months of operation. Once monthly revenue covers monthly fixed operating costs plus $5,000, the Manager may distribute up to $5,000 per month to herself. This intended cadence is not binding; the Manager may deviate at her sole discretion.
12. Tax treatment
The Company is a single-member LLC and is treated as a disregarded entity for federal income tax purposes by default under IRS regulations. The Member reports the Company’s income and expenses on her personal federal income tax return (Schedule C or the applicable form).
The Member may elect to have the Company taxed as an S-corporation by filing IRS Form 2553. This election is a tax planning decision made with a CPA, not part of this Operating Agreement.
The Company files all required North Carolina state tax returns and remits sales tax on any taxable transactions.
13. Books, records, and accounting
The Company keeps books and records at its principal place of business, including:
- Financial records (bank statements, invoices, receipts, tax filings)
- Corporate records (this Operating Agreement, member decisions, meeting minutes if any, government filings)
- Membership records (Member’s capital account, distributions history)
The Company’s fiscal year ends December 31. Books are kept on the cash basis of accounting unless the Member elects otherwise in writing.
The Company retains an accountant or bookkeeper as the Manager sees fit.
14. Transfer of membership interest
The Member may transfer all or part of her membership interest to any person at any time, at her sole discretion. On any transfer that causes the Company to have more than one member, this Operating Agreement is automatically superseded by a multi-member operating agreement, which the Member (and any new members) must adopt within 30 days of the transfer.
The Member may sell, contribute, or bequeath the Company or its assets. The sale of substantially all of the Company’s assets requires the Member’s written approval (which, as sole owner, the Member gives to herself; this clause exists to preserve the protection when the LLC later has more members).
15. Dissolution
The Company dissolves on any of the following:
- The Member’s written decision to dissolve, dated and signed
- Sale of substantially all of the Company’s assets and distribution of proceeds
- Any event required by North Carolina law
On dissolution, the Company:
- Stops taking on new business
- Collects any outstanding receivables
- Pays or provides for all liabilities and obligations
- Distributes any remaining assets to the Member
- Files a Certificate of Dissolution with the NC Secretary of State
- Files a final federal tax return and marks it as “final”
16. Limitation of liability
To the fullest extent permitted by North Carolina law, the Member is not personally liable for the debts, obligations, or liabilities of the Company. This is the whole point of forming an LLC.
Nothing in this Operating Agreement waives the Member’s personal liability for: - Her own personal torts or wrongful acts - Personal guarantees she signs (for example, a personal guarantee on a lease) - Taxes she owes personally
17. Indemnification
The Company indemnifies the Member and any Officer she appoints against any expense, loss, or liability incurred in good faith on behalf of the Company, to the fullest extent permitted by North Carolina law. Indemnification is paid from Company funds, not from the Member’s personal funds.
18. Amendments
This Operating Agreement can be amended only by a written amendment signed and dated by the Member. Amendments are stored with this document in the Company’s records.
19. Governing law
This Operating Agreement is governed by the laws of North Carolina.
20. Severability
If any provision of this Operating Agreement is held to be invalid or unenforceable, the rest of the Operating Agreement remains in full effect.
21. Whole agreement
This Operating Agreement is the whole agreement between the Member and the Company on the matters it covers. It supersedes any prior oral or written agreements on the same matters.
Signature
The Member, being the sole owner of the Company, adopts and executes this Operating Agreement.
MEMBER
Signature: _____________________________________
Printed name: Tajanay Hines
Date: _____________________________________
COMPANY (through its Manager)
Signature: _____________________________________
Printed name: Tajanay Hines, Manager
Date: _____________________________________
What this document does not do (short list, for Taj)
- It does not open a bank account. The bank asks for this document, plus Articles of Organization, plus the EIN letter. See
05_FINANCE/09_BANK_SETUP_RUNBOOK.md. - It does not commit Taj to a distribution schedule. Section 11 says “may,” not “must.”
- It does not commit the Company to keep Trill in any role. Section 10 says he can be delegated tasks, and delegation is revocable.
- It does not stop Taj from firing herself, dissolving the Company, or bringing in a partner later. She controls all of that as sole owner.
The one thing it does do: it makes the LLC real in the eyes of banks, landlords, and courts, so long as Taj signs it and stores the signed copy safely.