Corporate Architecture
The recommended entity model, why it separates risk, and where the evidence prevents a final structure from being stated as complete.
Target Architecture
Recommendation
Working Architecture
Use a manager-managed NS parent for founder ownership and group governance, concept companies for concept-level assets, and FL operating subsidiaries for each location. Keep legacy BCP Delray investors and project-specific rights at BCP Delray.
Read from left to right. Dashed treatment identifies the final proposed or verification-dependent relationship.
This model separates founder governance from concept and location risks. It is a recommendation pending founder approval and professional review, not an incorporated structure.
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Rob Krauss, Shaun Vanalphen, and Randy Watson are the target Northern Standard owners, with percentages still unapproved. The proposed, unincorporated parent would target 100% ownership of Beach Club Pizza after the Ian exit and valid founder roll-in, plus proposed Pell Street and future concept companies. Beach Club Pizza's 64.5% operative BCP Delray interest and outside-investor boundary remain intact.
Why This Boundary Matters
The parent should govern founder ownership, reserved matters, capital allocation, and strategic rights. Concept entities can hold approved concept assets. Each operating subsidiary can hold the relevant lease, licenses, employees, banking, vendors, POS, and insurance. This limits the risk that one location or investor population silently controls another.
| Layer | Primary function | Must not imply |
|---|---|---|
| NS parent | Founder ownership, governance, capital allocation | That the parent is already formed |
| Concept company | Approved brand and concept rights | Ownership of third-party rights that were not transferred |
| Operating subsidiary | Lease, staff, licenses, vendors, banking, insurance | That Pell Street or any future site is executed |
| BCP Delray | Existing operations and investor rights | 100% NS ownership |
Future / optional
Additional Platform Entities
ManagementCo and IPCo are later options. Their benefit must exceed the added tax, accounting, contract, administrative, and intercompany burden.
Parent Governance
NS governance decisions belong at the parent, while operating authority and extraordinary approval rights remain explicitly separated.
Current state
No Parent Exists Yet
Northern Standard is an operating identity and proposed portfolio structure. It is not incorporated, and no repository title, draft diagram, analysis, or site page grants business or approval authority.
Recommended Governance Scope
Recommendation
Manager-Managed Parent
Use a manager-managed parent with written founder roles, reserved matters, voting thresholds, information rights, transfer restrictions, conflict procedures, and authority limits. Routine operating authority should be distinct from extraordinary approval rights.
| Matter | Operating authority | Recommended approval |
|---|---|---|
| Approved budget execution | Named manager or officer | Within approved limits |
| New concept or location | No unilateral authority | Founder reserved matter |
| Equity issuance or strategic reserve grant | No unilateral authority | Enhanced founder approval |
| Material debt, guaranty, or capital raise | No unilateral authority | Enhanced founder approval and professional review |
| Sale, merger, dissolution, or control change | No unilateral authority | Highest stated threshold plus third-party consents |
Needs verification
State and Tax Choice
WY is the working parent-state recommendation and FL is the operating-entity default. NV and other alternatives should be evaluated only against a concrete legal, tax, privacy, investor, or operating requirement. State choice requires counsel and tax review.
| Choice | Working use | Primary condition | Current recommendation |
|---|---|---|---|
| WY parent | Portfolio-level founder governance | Counsel and tax review confirm fit | Working recommendation |
| FL parent | Simpler single-state structure | All material operations and governance needs remain FL-centered | Viable alternative |
| NV parent | Only a specific legal, investor, or privacy requirement | Verified benefit exceeds added complexity | No current verified need |
Decision required
Founder Approval Package
The founders must approve percentages, voting, manager appointment and removal, reserved matters, capital calls, dilution, vesting, transfer restrictions, departure treatment, deadlock, information rights, and the strategic reserve before definitive documents are signed.
Beach Club
The Beach Club perimeter preserves the documented ownership, operative BCP Delray interest, and investor and note rights that must remain ring-fenced.
Current state
Documented Ownership and Operative Planning Input
Ian Bond has a documented 25% interest in Beach Club Pizza LLC. The operative business-context interest for Beach Club Pizza in BCP Delray is 64.5%. A 60% recital is historical provenance that must be reconciled, not a second valuation input.
Read top to bottom for entity ownership and across the final row for rights that remain at BCP Delray.
The proposed parent must never be drawn as owning 100% of BCP Delray unless a separate approved transaction actually changes all existing rights.
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Northern Standard may later own 100% of Beach Club Pizza after valid transfers. Beach Club Pizza currently uses a 64.5% operative interest in BCP Delray for planning. Outside investors, the Krauss note and grant, and operating rights remain at BCP Delray.
What Transfers Might Mean
The target is for NS to own 100% of the founder-owned Beach Club Pizza concept company after Ian's interest is resolved and the continuing founders validly contribute their interests. That target does not erase BCP Delray investors, the Krauss note, a separate 2% grant, contractual approvals, debt, or transfer restrictions.
Needs verification
Phase 0 Beach Club File
Reconcile the executed Beach Club Pizza operating agreement, BCP Delray capitalization, unsigned unit schedule, executed investor agreements, Krauss note and 2% grant, manager rights, leaseholder, assignment status, guaranty exposure, licenses, and tax treatment.
Decision required
Closing Perimeter
Counsel and the founders must decide what is purchased, contributed, consented to, waived, released, amended, or left in place. The closing should be simultaneous and escrowed if the transaction proceeds.
Pell Street
The proposed location-level operating structure remains conditional and must not be treated as executed.
Current state
Pell Street Is Proposed
Pell Street is a proposed concept and location. The source set includes an unexecuted lease draft and proposed guaranty terms. Pell Street has not been formed, leased, launched, or approved as an obligation.
Recommended Operating Boundary
Recommendation
One Location, One FL Operating Entity
If the concept and lease are approved, use an FL operating subsidiary for the Pell Street lease, licenses, staff, payroll, banking, vendors, POS, insurance, and site-level contracts. Place only verified and approved concept rights above it.
| Item | Current status | Required before execution |
|---|---|---|
| Tenant entity | Proposed and not formed | Approved entity, authority, tax and banking plan |
| Transfer and assignment | Draft and unexecuted | Verified tenant, landlord consent, final assignment path and signatures |
| Radius restriction | Draft lease condition | Approved business tolerance, scope, duration and remedy |
| Guaranty or guarantee | Proposed exposure | Approved guarantor, cap, burn-off, remedies and reporting |
| Lien and financing rights | Not final | Approved lender, collateral, landlord waiver and priority |
| Tenant improvement funding | Draft economics | Verified allowance, reimbursement conditions and contingency |
| Delivery and opening | Dates and conditions not final | Premises delivery standard, permits, schedule and stop rights |
| Licensing and concept rights | Not fully verified | Ownership or written license plus required regulatory approvals |
Needs verification
Do Not Rely on Landlord-Side Labels
Menin is a real-estate-development company NS does business with, not an NS project. Source references to Menin or landlord contacts do not establish ownership, lease authority, or a completed transaction.
Future / optional
Formation After Approval
Entity formation is a later execution step, not the first step. It should follow an approved lease and capital path, professional review, and named authority.