Close Corporations Act, 1984 (Act No. 69 of 1984)

Part V: Internal Relations

44. Association agreements

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1)The members of a corporation having two or more members may at any time enter into a written association agreement signed by or on behalf of each member, which regulates-

a)any matter which in terms of this Act may be set out or agreed upon in an association agreement; and

b)any other matter relating to the internal relationship between the members, or the members and the corporation, in a manner not inconsistent with the provisions of this Act.

 

2)A corporation shall keep any association agreement at the registered office of the corporation where any member may inspect it and may make extracts therefrom or copies thereof.

 

3)Whether or not an association agreement exists, any other agreement, express or implied, between all the members of a corporation on any matter that may be regulated by an association agreement shall be valid, provided that such express or implied agreement-

a)is not inconsistent with any provision of an association agreement;

b)does not affect any person other than the corporation or a member who is a party to it; and

c)ceases to have any effect when any party to it ceases to be a member of the corporation.

 

4)Subject to the provisions of this Act, an association agreement or an agreement referred to in subsection (3) shall bind the corporation to every member in his capacity as a member of that corporation and, in such capacity, every member to the corporation and to every other member.

 

5)A new member of a corporation shall be bound by an existing association agreement between the other members as if he has signed it as a party thereto.

 

6)Any amendment to, or the dissolution of, an association agreement shall be in writing and signed by or on behalf of each member, including a new member referred to in subsection (5).