What Yellowstone Club, Aman and Soho House teach

On November 10, 2008, the Yellowstone Club had everything the market associates with exclusivity. It spanned more than 13,000 private acres in Big Sky, Montana, with 417 lots and units still to be developed, its own ski lifts and an estimated 481 resident memberships. That same day, the companies that controlled it filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

Declared debt stood at roughly US$ 399 million, according to the December 2008 decision of the U.S. Bankruptcy Court for the District of Montana. Today, the club's official website describes 15,200 acres of private skiing and golf reserved for members. The address that became shorthand for exclusivity is also the best documented case of what happens when exclusivity alone is not enough.

This piece reads four benchmarks through primary sources: the Yellowstone Club, the Aman Club, Soho House and the R360 network. Prices matter only as orders of magnitude. What matters are the mechanisms of permanence, and which of them cross the Brazilian legal border.

Lasting exclusivity is the kind that outlives its founder

In August 2008, a study prepared at the direction of Timothy Blixseth, the club's co-founder, added up US$ 1.114 billion in total net proceeds for the project. Of that, US$ 778 million came from real estate and US$ 336 million from memberships not yet sold, including 150 national memberships expected to sell at US$ 1 million each. The study itself warned that the figure was not a value estimate.

Less than three months later, the same appraiser, now engaged by the lender's counsel, put the going concern at US$ 310 million, a number the court accepted as the low end. The May 2009 decision records that the buyer group had been willing to pay about US$ 407 million just over thirteen months earlier. With the club in bankruptcy, its stalking horse bid fell to US$ 100 million in cash and notes.

An unsold membership is worth something only while the club operates and inspires confidence. When the controlling shareholder's capital runs into trouble, it stops being inventory and becomes a promise. If club, development and the controller's debt sit on the same balance sheet, a crisis in one spreads to the others.

Brazilian law offers a tool for part of that separation. Since 2023, Article 18-A of the land subdivision law lets a developer place a subdivision under a ring-fenced regime, so that land and infrastructure answer only for that project's debts. It is optional and does not reach club operations, which still need their own accounts and governance independent of the developer.

Tying membership to property turns the club into neighborhood infrastructure

At Yellowstone, club and property move together. The website presents residences, homesites and ranches as a single offer and states that buyers of a ranch in the newest expansion must also become members. The club stops competing for attention and becomes part of the address.

In Brazil, that link already has a legal frame. Article 1,358-A of the Civil Code, added in 2017, allows a lot condominium, with exclusive parts and common parts. The rules of the building condominium apply where relevant, including each owner's duty to share expenses by ideal fraction. The leisure area is then funded by everyone by force of law and bylaws, not by voluntary membership.

The difference lies at the gate. The same subdivision law created the controlled-access subdivision, but forbids blocking non-resident pedestrians or drivers who are identified or registered. Whoever wants the Yellowstone effect chooses the land regime first, because it defines what is private, who pays and who gets in.

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Aman sells revocable access, and the contract says so in plain words

The Aman Club founder information document, from 2023, lists a US$ 200,000 initiation fee and US$ 15,000 in annual dues per club. The rules are more revealing than the price. Membership is revocable and personal, with no equity, vote or property interest. In capital letters, the text states that it is not an investment.

Only the company invites candidates, and it decides elections in its sole discretion, with an express ban on discrimination. The initiation fee is nonrefundable. Resignation requires ninety days' notice and takes effect on December 31. Transfers go only to a spouse, child or grandchild, who must be approved but pays no new initiation fee.

The company may also change the rules on its own and revoke a membership for any reason or none, with mandatory arbitration under New York law. In Brazil, in a consumer relationship, Article 51 of the Consumer Protection Code voids precisely these clauses: price or contract changed by one party, and imposed arbitration. In an association, the Civil Code allows expulsion only for just cause, with a right of defense.

The lesson that crosses the border is clarity: state in writing what the member acquires and what the member does not. Discretionary power is what needs redesigning.

Committee curation scales, but it does not pay the bills alone

Among the four benchmarks, only Soho House has public financial statements. Its 2024 annual report filed with the SEC was the last before the company went private in early 2026, as its SEC filing history shows. At the end of 2024 it had about 271,500 members, 212,400 of them across 45 Houses, and more than 112,000 applicants on the waitlist.

Each House's membership is assembled by a local committee of creatives, with no paid marketing. According to the Soho House membership FAQ, applicants name a member as proposer, and membership renews automatically each year. This is curation at industrial scale.

The same report shows the other side. Of US$ 1,204 million in 2024 revenues, US$ 418 million (35%) came from membership. The company has posted a net loss every year since inception: US$ 223 million in 2022, US$ 130 million in 2023 and US$ 164 million in 2024. Among its risks, it concedes that expanding too fast could erode the brand's desirability and raise member attrition.

A waitlist proves desire. Only the break-even point proves permanence.

A declared cap is the cheapest asset and the hardest to keep

R360, a network of ultra-high-net-worth families, publishes on its membership qualifications page a cap of 1,000 members, half of them in the United States. It requires a net worth of at least US$ 100 million, a threshold agreed by the members themselves, and bans solicitation among them. The R360 FAQ adds a figure few clubs would disclose: the network has nearly 200 members.

The gap between 200 and 1,000 is not weakness. It proves the cap is real, not a marketing number. The network describes itself as member-owned and member-run, which changes who decides whether the cap grows. A limit that only the group can change makes scarcity credible. A limit the developer changes alone is a sales target.

In practice, the cap belongs in the association's bylaws or the condominium charter, with a qualified quorum to amend it. It is the variable this article's simulator calls the membership limit.

The break-even point measures permanence better than the initiation fee

The benchmarks converge: the initiation fee is a one-off payment, dues are a flow. At Aman, the fee is not returned. At Yellowstone, unsold memberships were listed as assets. Soho House stopped charging its one-time registration fee to members admitted from April 2022. The initiation fee should not fund running costs, because it runs out once the cap is reached.

The decisive indicator is how many paying members the dues require to cover the full annual cost. Near the cap, the club must be almost full, and the committee comes under pressure to admit people it would otherwise turn away. Well below the cap, curation can stay demanding without threatening operations.

The simulator shows the club full from day one. The table works the other way, with InnovaSphere assumptions for illustration, not market data. Assumption 1: a cap of 400 members. Assumption 2: an initiation fee of R$ 150,000. Assumption 3: annual dues of R$ 36,000. Assumption 4: an annual cost of R$ 12 million, including asset replacement. Assumption 5: a ramp of 200, 280, 340, 380 and 400 paying members. Figures in R$ million in real terms, with no interest or inflation.

Break-even requires 334 paying members. That is R$ 12 million divided by R$ 36,000, or 83.5% of the cap. In the first two years the deficit totals R$ 6.72 million, covered by part of the fees. After that, dues generate a surplus, and the five years close with a deficit of R$ 2.4 million, 4% of fees received. The design holds because this draw on fees is finite and planned.

Now the stress test. If 50 members resign in year three without replacement, the club drops to 290 paying members and loses R$ 1.56 million that year. With break-even at 83.5% of the cap, the margin is thin. Dues of R$ 45,000 lower break-even to 267 members, about 67% of the cap; a cost of R$ 10 million lowers it to 278. That conversation, not the fee, decides permanence.

In Brazil, promising a return changes the nature of the product

Aman insists that membership is not an investment for a reason that also exists in Brazil. Article 2, item IX, of the securities market law treats a publicly offered collective investment contract as a security when its returns come from the efforts of the promoter or third parties.

In plain terms, a membership that hints at yield or guaranteed appreciation stops being a mere right of use. It may fall under the Securities and Exchange Commission of Brazil, and the same law forbids public offerings without prior registration. The safe path is the one the benchmarks follow: membership grants access, and the return comes from the quality of the address, not from a promise to the member.

When it does not pay off

When break-even demands a nearly full club early on. If affordable dues cover costs only above 85% or 90% of the cap, the model depends on an absorption pace few projects control. A smaller leisure program, funded by the condominium, delivers more with less risk.

When buyers do not value curation. If buyers simply want good leisure infrastructure, fees and committees add friction without adding price. A well-drafted condominium charter already organizes use, rules and funding of common areas.

When the controller wants to set price and rules alone. The clauses that support Aman would be voided in a Brazilian consumer relationship, and expulsion from an association requires just cause. A members' club is not the right vehicle.

Checklist for bringing the benchmarks to your project

1. Define the land regime before the club, with legal counsel and the municipality.
2. Write the membership cap into the founding document, with an amendment quorum consistent with the capacity of common areas.
3. Calculate the dues break-even point and run the resignation stress test with the controller's office.
4. Separate initiation fees from running costs, with distinct accounts and a replacement fund.
5. Review the membership contract under the Consumer Protection Code and the Civil Code: price, rules, expulsion, resignation and dispute resolution.
6. Remove any promise of yield from marketing materials and check them with capital markets counsel.
7. Formalize committee governance: objective criteria for admission, resignation and family transfer.

Two items touch companies in the group. Taxation of fees and dues and the accounting compliance of the chosen vehicle are areas covered by InnConta. Independent review of the replacement fund and of the membership cap is the field of Valida Auditoria.

Frequently asked questions

Can the initiation fee be nonrefundable in Brazil?

It depends on the vehicle. In a consumer relationship, the Consumer Protection Code voids clauses that remove the refund option in the cases the code provides. The rule must be clear in the contract.

Can I require property buyers to join the club?

The safe path is to treat the club as a common area of the condominium, funded by ideal fraction. A standalone association does not replace that obligation.

Does a long waitlist guarantee results?

No. Soho House had more than 112,000 applicants waiting in 2024 and a net loss in every year since inception. A waitlist signals demand; sustainability depends on dues covering costs with room to spare.

How does club membership differ from timeshare ownership?

Under Brazilian multiproperty rules, each holder owns a fraction of time with exclusive use of the whole property: it is ownership. Club membership is a personal right of access, with no ownership of the facilities.

What should the membership cap be?

There is no universal number: it comes from the capacity of common areas and the break-even point. R360 shows that a cap is a limit, not a target.

Legal basis

• Civil Code, Articles 53, 54 and 57: associations, bylaws and expulsion for just cause.
• Civil Code, Article 1,336, item I: contribution by ideal fraction.
• Civil Code, Article 1,358-A: lot condominium (Law No. 13,465/2017).
• Civil Code, Article 1,358-C: multiproperty (Law No. 13,777/2018).
• Consumer Protection Code, Article 51, items II, VII, X and XIII: void clauses.
• Law No. 6,766/1979, Article 2, paragraph 8, and Article 18-A: controlled access and ring-fenced subdivisions.
• Law No. 6,385/1976, Article 2, item IX, and Article 19: collective investment and registration of public offerings.