Section 145 Consensus agreement :

(1) Except as otherwise provided in this Act, the following matters may be provided for in a consensus agreement of a private company:

 (a) Management, business and transaction of the company;

(b) Restriction, if any, on the transfer of shares;

(c) Power of one or more shareholders to liquidate the company owing to any specific or incidental event or voluntarily;

 (d) Division or use of voting right;

 (e) Terms of appointment of officers, employees , workers of the company,

(f) Matter as to who will be the directors, officers, or the persons bearing the ultimate responsibility or the chief executive, of the company;

 (g) Mode of payment or distribution of dividends;

 (h) Matter that there shall be no board of directors; 148

(i) Matter that , if there shall be no board of directors, who shall perform such functions as required to be performed by the board of directors under this Act;

(j) If the annual general meeting is not required to be held, provisions pertaining thereto;

(k) Types of shares and the provision of shares with different right, if any;

(l)Matters relating to the operation, management, voting rights of the shareholders or any other special privileges, rights or obligations of the Company.

(2) The consensus agreement may be amended with the consent in writing of all parties to the agreement.

(3) The shareholders who, after the conclusion of a consensus agreement, have obtained the shares as follows shall be deemed to have consented to the agreement and become party thereof: (a) where the shares have been obtained by way of donation or gift; (b) Where the shares have been obtained in any other manner, with the knowledge of the existence of such agreement at the time of obtaining the shares.