Who can sign for a deceased member of a close corporation?
Section 35 of the Act regulates it and is subject to any other arrangement in an association agreement. If the executor cannot transfer the interest accordingly within 28 days after his appointment, he should request the existing member to lodge an amended founding statement appointing him as representative (nomine officii) of the deceased member. The executor can then when appropriate, transfer that interest accordingly. Before the deceased member’s interest can be transferred, consent from the existing member(s) should first be obtained. If consent is not given within 28 days, the executor shall sell the interest to the corporation if there are any other members, to any remaining member proportionally to his interest or as otherwise agreed upon or to any other person who qualifies.