5.4 Unanimous Agreement

The concept: the ALL-members agreement — the unanimous shareholders' arrangement: where ALL the members (the whole membership) agree, the arrangement operates as the internal constitution's supplement-or-substitute (the unanimous agreement as the articles' functional equivalent for the agreed matters). The uses: the closed companies' governance deals (the private company's shareholders fixing the management, the dividends, the transfer restrictions by unanimity); the deadlock-avoidance and the exit-negotiation terms. The discipline: the unanimity's maintenance problem (the new member's accession — the agreement's binding of the successors by the accession's consent); the Act's unanimous-agreement provision (the Companies Act 2063's recognition — the functional description); the unanimous agreement vs the special resolution (the 100% vs the three-fourths distinction — the exam's pair).