PLEASE NOTE that this agreement must be used either in connection with the unilaterally applicable confidentiality obligation that the seller may require from the purchaser, or the two-party confidentiality agreement that is in effect and that both parties may require each other; these last two legal documents are available on this website and their conclusion is a suspensive condition of the sales contract. Make sure the required confidentiality document is acquired and executed when the sales contract is concluded. Please also ensure that the necessary obligation of individual confidentiality is acquired. The Association Agreement is an agreement like any other and must be signed by all contracting parties. It must be signed on each side by each member and by the witnesses, and the last page must be fully signed. Make sure that each member has a copy of the agreement and that the original is kept safely, preferably outside the premises. Payments to members will be proportional to their percentage of Close Corporation – members cannot change the percentage at which each member participates in Close Corporation`s profits and the law applies. The association contract can, in principle, provide for everything that members wish to provide and each association contract is drawn up separately for each closed company. We strongly advise 20 peddling to find examples on the Internet or elsewhere, and then to “cut and insert”. There are certain requirements that must be included in the association agreement to make it a useful and valid agreement. NOTE: This is an agreement to sell interest and rights to a member and not for the sale of a business.

Since we assume that this agreement satisfies a situation in which the underlying CC has a transaction, this agreement requires the seller to provide the purchaser with certain obligations relating to the transaction as well as the member`s interest and loan account receivables. This agreement is subject to suspensive conditions. Please take into account our many editorial notes in the agreement on suspensive conditions. The Association Agreement is the most important document of close corporation and, therefore, the only document that must be in order. There are some things that need to be contained in the agreement, so be sure to use a professional person to design the same thing. Would you like to sell a member interested in a nearby company (CC) to another person? It is easy to do and very similar to selling shares in a company. For example, a person owns 100% of the members interested in a CC and wants to sell the CC to another person. Or two people each own 50% and one of them sells its 50% to another person. They would enter into an interest agreement on the sale of members, governing the sale.

Keep in mind that only a trusted individual or person can be a member of a CC. One of the most important issues that needs to be addressed in an association agreement is what should happen when a member wishes to leave close corporation and dispose of his shares. The same applies to the death of a member. In addition, the agreement must determine what will become of the member`s interest if members decide to close (disinscribe) or sell the Close Corporation. By “What should happen with the interest of a member,” we believe that the value of interest must first be determined; the agreement defines how this value is determined and the exact time to determine that value (for example. B on the day of resignation, the day before death) and by whom the value is determined. What does the agreement say? The standard sales contract consists of: definitions; The sale of members` interests; Suspensive conditions The purchase price and payment Providing documents Guarantees Compensation Injury Trade restrictions; Confidentiality Dispute resolution Pre-emption rights; Communications general.

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Last Modified: abril 12, 2021